Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their Stated Maturity shall be April 30, 2012 and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Title and Terms. The aggregate principal amount Principal Amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to $100,000,00065,500,000 (subject to increase by up to an additional aggregate principal amount of $16,375,000 in the event the Initial Purchasers exercise the Additional Investment Rights), except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.06, 3053.07, 3063.08 or 9.06. Other than as set forth in the preceding sentence, 906, 1302 or 1405 and except for Additional Securitiesthe Company shall not issue any Securities under this Indenture. The Securities shall be known and designated as the "7 1/25% Convertible Junior Subordinated Debentures Due 2012VARIABLE INTEREST SENIOR CONVERTIBLE NOTES DUE 2011" of the Company. Their Stated Maturity The Principal Amount shall be April 30, 2012 and they shall bear interest payable at the rate of 7 1/2% per annum (providedStated Maturity, that, if or at the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount election of the Securities shall be increased to 121/2% from and after Holder, at the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be madeRedemption Date. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of Principal Amount and premiumaccrued interest and Registration Default Payments, if any, and interest on the Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash payments may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XInot have the benefit of a sinking fund. The Securities shall be rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Company will not incur or issue any subordinated in right of payment indebtedness unless such indebtedness is unsecured and subordinated to the prior payment in full in cash or Cash Equivalents of all Obligations Securities on or relating terms no less favorable than those applicable to senior indebtedness which constitutes Designated Senior Indebtedness as provided in Article XIIunder the 2001 Indenture. The Securities shall be convertible constitute "Senior Indebtedness", and the Company hereby designates the Securities as provided "Designated Senior Indebtedness", in Article XIII. The Securities shall be subject to repurchase at each case under the option of the Holder as provided in Article XIV2001 Indenture.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“6.000% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2027” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30January 15, 2012 2027, and they the Notes shall bear interest at the rate of 7 1/26.000% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable commencing on July 15, payable quarterly 2020 and semi-annually thereafter in arrears on February 1, May 1, August 1, January 15 and November 1, commencing August 1, 1999July 15 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the January 1 and July 1 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Company Issuer maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount Principal Amount of Securities which Notes that may be authenticated and delivered under this Indenture is initially limited to $100,000,0004,000,000,000 (consisting of $2,000,000,000 aggregate Principal Amount of 2019 Notes and $2,000,000,000 aggregate Principal Amount of 2039 Notes), except for Securities Notes authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 3042.06, 3052.07, 3062.08, 9065.06 and 10.06. The Notes may be reopened, 1302 without the consent of the Holders thereof, for increases in the aggregate principal amount of the Notes and issuance of additional Notes; provided that such additional Notes must be part of the same issue, and fungible with, the initially issued Notes for U.S. federal income tax purposes. Any additional Notes shall be consolidated and form a single series with, and shall have the same terms as to status, redemption or 1405 and otherwise as the Notes then outstanding, except for Additional Securitiesissue date, issue price and, if applicable, first interest payment date. No additional Notes may be issued if an Event of Default under the Indenture has occurred and is continuing with respect to the Notes. The Securities 2019 Notes shall be known and designated as “4.95% Senior Notes due 2019” and the "7 1/22039 Notes shall be designated as “5.90% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2039.” The 2019 Notes and the 2039 Notes shall each represent a separate series of Notes. The Notes of each series shall rank equally and pari passu with the Notes of each other series and with all other unsecured and unsubordinated debt of the Company. Their Stated Maturity shall be April 30, 2012 The Principal Amount and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities Notes shall be payable at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; provided, however, that and at the option of any other office or agency maintained by the Company payment for such purpose; provided that, except in the case of a Global Note, the Company will pay interest in cash may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Note Register or (ii) by wire transfer in immediately available funds to a Holder with an aggregate Principal Amount of Notes of any series in excess of $2.0 million, to the place and account designated in writing at least 15 days prior to the interest payment date by the Person entitled thereto as specified in the Note Register. The Securities If the Stated Maturity or Redemption Date for any Note falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the Stated Maturity or Redemption Date, as the case may be. If an interest payment date for the 2019 Notes or the 2039 Notes falls on a day that is not a Business Day, the interest payment shall be redeemable as provided in Article XImade on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. Interest on the Notes will be paid to but excluding the relevant interest payment date. The Securities Notes shall be subordinated in right not have the benefit of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVa sinking fund.

Title and Terms. (a) The aggregate principal amount of Securities securities which may be authenticated and delivered under this Indenture is limited to $100,000,000110 million (reduced by the Exchanged Amount), except for Securities securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities. securities. (b) The Securities Notes shall be known and designated as the "7 1/211% Convertible Junior Subordinated Debentures Notes Due 20122005" of the Company. Their Stated Maturity shall be April 30September 29, 2012 2005, and they shall bear interest at the rate of 7 1/211% per annum (providedfrom September 29, that2000, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on March 29, payable quarterly 2001 and semiannually thereafter on February 1, May 1, August 1, September 29 and November 1, commencing August 1, 1999March 29 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securities. for. (c) The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. . (d) The Securities shall be redeemable as provided in Article XIEleven. (e) If the Company is served with notice of the disqualification of any Holder under Section 105(d) of the Casino Control Act by the Casino Control Commission, such Holder will be prohibited under Section 105(e) of the Casino Control Act from (i) receiving interest on the Securities held by such Holder; (ii) exercising, directly or through any trustee or nominee, any right conferred on such Securities; and (iii) receiving any remuneration in any form from any Person licensed or qualified by the Casino Control Commission (including the Company, the Guarantors and the Trustee) for services rendered or otherwise. The Securities Notwithstanding the foregoing, the Trustee shall be subordinated in right of payment entitled to exercise all rights with respect to the prior payment Securities held by such Holder including, but not limited to, accelerating the Securities (any monies or securities received by the Trustee on behalf of such Holder to be held in full in cash or Cash Equivalents of all Obligations on or relating trust for such Holder pursuant to Senior Indebtedness as provided in Article XIISection 605 hereof). The Securities If the Trustee exercises voting rights with respect to such Securities, such votes shall be convertible cast in the same proportion as provided in Article XIIIthe votes of the other Outstanding Securities are cast on such issue. The Securities A copy of any notice served upon the Company as described above shall be subject promptly delivered by the Company to repurchase at the option Trustee. Any such notice to the Trustee shall be effective against the Trustee on the second Business Day after receipt thereof by a Responsible Officer of the Holder as provided in Article XIVTrustee.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this the Indenture is limited to $100,000,000U.S.$450,00,000 (of which U.S.$250,000,000 was issued, authenticated and delivered on April 6, 1999 and U.S.$100,000,000 shall be issued, authenticated and delivered the date hereof), except for Securities Additional Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Additional Notes pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe Indenture. The Securities Additional Notes shall be known and designated as the "7 1/28.625% Convertible Junior Subordinated Debentures Due 2012Senior Notes due June 30, 2009" of the Company. Their Stated Maturity The Additional Notes shall be April mature June 30, 2012 2009 and they shall bear interest at the rate of 7 1/28.625% per annum (providedfrom December 30, that2002, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on June 30, payable quarterly 2003 and semiannually thereafter on February 1, May 1, August 1, June 30 and November 1, commencing August 1, 1999December 30 in each year and at Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of and of, premium, if any, and interest on the Securities Additional Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in the Borough of Manhattan, The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities Notes shall be redeemable as provided in Article XIEleven of the Original Indenture. The Securities All references in this First Supplemental Indenture to principal of, premium and interest in respect of Additional Notes shall, unless the context otherwise requires, be deemed to mean and include all Additional Amounts, if any, payable in respect thereof as set forth in Section 1008 of the Original Indenture. Additional 8.625% Senior Notes due June 30, 2009 ranking pari passu with the Notes may be created and issued from time to time by the Company without notice or consent to the Holders and shall be subordinated in right consolidated with and form a single series with the Initial Notes and the Additional Notes issued on the date hereof and shall have the same terms as to status, redemption or otherwise as such Notes, provided that, the aggregate principal amount of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Notes, together with any additional 8.625% Senior Indebtedness as provided in Article XII. The Securities Notes due June 30, 2009, issued shall be convertible as no more than U.S.$450,000,000; and provided in Article XIII. The Securities further that, the Company's ability to issue additional 8.625% Senior Notes due June 30, 2009 shall be subject to repurchase at the option Company's compliance with Section 1011 of the Holder as provided in Article XIVOriginal Indenture. Any additional 8.625% Senior Notes due June 30, 2009 shall be issued with the benefit of an indenture supplemental to the Indenture.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000110,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 308, 906, 1302 1015, 1016 or 1405 and except for Additional Securities1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Notes shall be known and designated as the "7 1/210% Convertible Junior Subordinated Debentures Senior Notes Due 20122007" and the Exchange Notes shall be known and designated as the "10% Series B Senior Notes Due 2007" of the Company. Their The Stated Maturity of the Notes shall be April 30August 15, 2012 2007, and they the Notes shall bear interest at the rate of 7 1/210% per annum (providedfrom August 20, that1997, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, 15 and August 1, and November 115 in each year, commencing August 1February 15, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the February 1 or August 1 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes (which initially shall be the office of the Trustee located at 000 Xxxx 00xx Xx., howeverXxx Xxxx, that X.X. 00000-0000, Attention: Corporate Trust) or, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Register; PROVIDED that all payments with respect to the Global Note and the Certificated Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Notes issued in connection with the Security RegisterExchange Offer will be treated as a single class of securities under this Indenture. The Securities Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any additional Notes issued under this Indenture are issued in accordance with Section 3.03 hereof, as part of the same series as the Initial Notes, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer ofredemption, conversion or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesotherwise as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“7.00% Senior Subordinated Convertible Junior Subordinated Debentures Due 2012" Notes due 2031” of the Company. Their The Stated Maturity of the Notes shall be April 30December 31, 2012 2031. Interest on the Notes will be payable semi-annually on June 30 and they shall bear interest December 31 of each year starting on December 31, 2021 to Holders of record at the close of business on the preceding June 1 and December 1, respectively. Interest shall accrue on the Notes at a rate of 7 1/27.0% per annum (provided, that, if annum. Interest will accrue on the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), Notes from and including the Original Issuance Date or from from, and including including, the most recent Interest Payment Date to last date in respect of which interest has been paid or duly provided for, as the case may be, payable quarterly to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be. Interest will be computed on February 1, May 1, August 1, and November 1, commencing August 1, 1999the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or made available for paymentduly provided for. Each payment of Interest on any overdue principal, interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent lawful) or premium, if any, shall be payable on demand in the form as provided in the SecuritiesArticle Fourteen hereof. The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that that, at the option of the Company Company, payment of interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the Security Registername of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. The Securities Notes shall be convertible into Common Stock pursuant to Article Fourteen. The Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated Eleven and in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVNotes.

Title and Terms. (a) There is hereby created under the Indenture a series of Debt Securities known and designated as the “5.900% Sustainability-Linked Senior Notes due 2033.” The aggregate principal amount of Securities which Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $100,000,000500,000,000, except for Securities Notes authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304Sections 2.07, 3052.08, 3062.09 or 9.04 of the Indenture. The Company shall be the Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, 906pursuant to the terms of the Guarantee contained in Article XIII of the Indenture, 1302 to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or 1405 otherwise, in accordance with the terms of the Notes, this First Supplemental Indenture and the Indenture. The Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for Additional Securitiesthe date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes for U.S. federal income tax purposes. The Securities Stated Maturity for the Notes shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" March 1, 2033 for payment of principal of the CompanyNotes. Their Stated Maturity shall be April 30, 2012 and they The Notes shall bear interest at the rate of 7 1/25.900% per annum (providedthe “Initial Interest Rate”), that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable subject to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafterincrease as set forth in Section 2.01(b), from and including the Original Issuance Date February 16, 2023 or from and including the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of each year (beginning September 1, 2023), to the Persons in whose names the Notes are registered at the close of business on February 15 or August 15, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999next preceding such interest payment date, until the principal thereof is paid or made available for payment. Each Interest on the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest payment of interest shall include interest accrued to but excluding date, any redemption date, the Interest Payment Date maturity date or any other date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and or premium, if any, and or interest on a Note becomes due and payable falls on a day that is not a Business Day, the Securities required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable at for the office period from and after the interest payment date, redemption date, maturity date or agency other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Company maintained for such purpose Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 1002; provided9.01(i) of the Indenture, howeveras the form of Debt Securities that consist of the Notes. (b) From and including the First Step Up Date, the interest rate payable on the Notes shall be increased by 12.5 basis points to the First Step Up Interest Rate, unless the Guarantor has provided written notice (the “Gender Diversity Satisfaction Notice”) to the Trustee on or before the First Notification Due Date that it has determined that the Guarantor has satisfied the Percentage of Gender Diversity Performance Target and received a related Assurance Letter from the External Verifier. From and including the Second Step Up Date, the interest rate payable on the Notes shall be increased by 12.5 basis points to (x) the Fully Adjusted Second Step Up Interest Rate if the First Step Up Interest Rate was in effect immediately prior to the Second Step Up Date or (y) the Partially Adjusted Second Step Up Interest Rate if the Initial Interest Rate was in effect immediately prior to the Second Step Up Date, unless the Guarantor has provided written notice (the “GHG Emissions Satisfaction Notice”) to the Trustee on or before the Second Notification Due Date that it has determined that the Guarantor has satisfied the GHG Emissions Performance Target and received a related Assurance Letter from the External Verifier. The interest rate applicable to the Notes shall only be increased on the First Step Up Date and the Second Step Up Date based upon the satisfaction or non-satisfaction of a SPT on or prior to the applicable Notification Due Date. Any satisfaction of a SPT subsequent to the applicable Notification Due Date or cessation of satisfaction, or any failure to satisfy a SPT subsequent to the applicable Notification Due Date shall not result in an adjustment to the interest rate payable on the Notes. (c) In the event of significant or structural changes at the option Guarantor (including acquisitions, divestiture, mergers or other corporate action with similar effect), changes in a calculation methodology for GHG Emissions or Percentage of Gender Diversity used by the Guarantor, its peers or the market in general or adopted as industry standards or required by law, changes in data availability due to improved calculation methodologies or better data collection processes or accessibility or the discovery of data errors, the Guarantor may, in good faith, at its sole discretion and without Holder consent, make adjustments to the Operational Boundary including, without limitation, by adding PA Consulting Group Limited or by adding or excluding other acquired businesses or investments, or to other aspects of the Company payment scope or calculation methodology of interest GHG Emissions or Percentage of Gender Diversity or the Baseline. Any such adjustment shall be guided by the GHG Protocol, the SBTi Corporate Net Zero Standard and/or other applicable market standards or regulatory requirements and in cash may be made by check mailed to the address aggregate maintain or increase the proposed level of ambition of the Person entitled thereto as such address shall appear SPTs in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVmaterial respects.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“6.25% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2019” of the Company. Their The Stated Maturity of the Notes shall be April 30December 1, 2012 2019, and they the Notes shall bear interest at the rate of 7 1/26.25% per annum (providedfrom November 30, that2012, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as for on the case may be, Notes. Interest on the Notes is payable quarterly on February June 1, May 1, August 1, 2013 and November 1, commencing August 1, 1999semi-annually thereafter on June 1 and December 1 of each year and at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment. Each payment and to the Person in whose name such Note (or any Predecessor Note), is registered at the close of interest shall include interest accrued to but excluding business on the May 15 and November 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited will be U.S.$750,000,000. The Company may from time to $100,000,000time, without the consent of the Holders of the Securities, create and issue additional Securities having the same terms and conditions as the Securities in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Securities authenticated issued in this manner shall be consolidated with and delivered upon registration of transfer of, or in exchange for, or in lieu of, other shall form a single series with the previously outstanding Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesall purposes hereof. The Securities shall be known and designated as the "7 1/2“7.25% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due April 5, 2041” of the Company. Their The Stated Maturity of the Securities shall be April 305, 2012 and they 2041. The Securities shall bear interest at the rate of 7 1/27.25% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date April 5, 2011 or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually in arrears on February 1, May 1, August 1, April 5 and November 1October 5, commencing August 1October 5, 19992011, until the principal thereof is paid or made available for payment. Each In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest (and Additional Amounts, if any) shall be payable pursuant to the second paragraph of this Section 3.1 on such overdue principal (and premium, if any), such interest shall include be payable on demand and, if not so paid on demand, such interest accrued shall itself bear interest at the rate per annum stated in the form of security contained herein plus 1% per annum (to but excluding the Interest Payment Date extent that the payment of such interest shall be legally enforceable), and shall accrue from the date such principal and/or premium, as the case may be, was due and payable to the date payment of such interest (and Additional Amounts, if any) has been made or duly provided for, and such interest on which payment is to be made. The Holders of the Securities unpaid interest shall also be entitled to receive Special Interest from time to time to the extent provided in the Securitiespayable on demand. The principal of and premium, if any, and interest on the Securities shall be payable at the Corporate Trust Office, the office of the Paying Agents and at any other office or agency of maintained by the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that at the option of the Company upon five (5) Business Days notice to the applicable Paying Agent, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable or repurchasable as provided in Article XI11. The Securities shall be subordinated in right not have the benefit of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIany sinking fund obligations. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIV12. Unless the context otherwise requires, the Securities shall constitute one series for all purposes under this Indenture, including, without limitation, amendments, waivers or redemptions.

Title and Terms. (a) The Notes shall be known and designated as the “3.650% Senior Notes due 2021” of the Issuer. The aggregate principal amount of Securities which the Notes that may be authenticated and delivered under this Supplemental Indenture is limited to $100,000,000875,000,000, except except, in each case, for Securities Add On Notes issued in accordance with Section 2.8 and Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities2.5. The Securities Notes shall be known issuable in minimum denominations of $2,000 principal amount and designated as integral multiples of $1,000 in excess of $2,000. (b) The Notes shall mature on November 10, 2021. (c) Interest on the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their Stated Maturity Notes shall be April 30accrue from November 10, 2012 and they shall bear interest 2011 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, Rate until the principal thereof is paid or made available for payment. Each payment of interest Interest shall include interest accrued to but excluding the be payable semiannually in arrears on each Interest Payment Date. (d) Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. (e) A Holder of any Note at the close of business on a Regular Record Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special interest on such Note on the corresponding Interest from time to time to the extent provided in the Securities. The principal Payment Date. (f) Principal of and premium, if any, and interest on Global Notes shall be payable to the Securities Depositary in immediately available funds. (g) Principal on Physical Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose pursuant to Section 1002; providedpurpose, however, that at initially the option Corporate Trust Office of the Company payment Trustee. Interest on Physical Notes will be payable by (i) U.S. Dollar check drawn on a bank in The City of interest in cash may be made by check New York mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. register of the Notes, or (ii) upon written application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount of Notes in excess of $5,000,000, wire transfer in immediately available funds, which application and written wire instructions shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary. (h) The Securities Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder Issuer as provided in Article XIV4.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000260,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 310, 906, 1302 1016, 1017 or 1405 and except for Additional Securities1108 or pursuant to an Exchange Offer. The Securities Initial Notes shall be known and designated as the "7 1/2103/8% Convertible Junior Subordinated Debentures Due 2012SENIOR SUBORDINATED NOTES DUE 2011" and the Exchange Notes shall be known and designated as the "103/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2011", in each case, of the Company. Their The Stated Maturity of the Notes shall be April 3015, 2012 2011, and they shall bear interest at the rate of 7 1/210.375% per annum (providedannum, that, if which rate may be increased in the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable event of a Registration Default pursuant to the principal amount Section 5 of the Securities shall be increased to 121/2% from Registration Rights Agreement dated April 10, 2001 by and after among the Charter Amendment Deadline until Company and the date parties named on the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)signature pages thereof, from and including the Original Issuance Date April 10, 2001, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as payable on October 15, 2001 and semi-annually thereafter on April 15 and October 15 in each year, until the case may be, payable quarterly principal thereof is paid in full and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on February 1, May 1, August 1, and November 1, commencing August 1, 1999the April 1 or October 1 immediately preceding such interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or made available for paymentduly provided for. Each payment of Interest on any overdue principal, interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent provided in the Securities. The principal of and lawful) or premium, if any, shall be payable on demand. Principal of, premium, if any, interest and interest Liquidated Damages, if any, on the Securities shall Notes will be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedwithin the City and State of New York or at such other office or agency of the Company as may be maintained for such purposes, however, that or at the option of the Company Company, payment of liquidated damages, if any, or interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security Registerregister of Holders of Notes or by wire transfer to an account maintained by the payee located in the United States; PROVIDED that all payments of principal, premium, if any, interest and liquidated damages, if any, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Until otherwise designated by the Company, the Company's office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven and in the Notes. The Securities Indebtedness evidenced by the Notes shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVThirteen.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this the Indenture is limited to $100,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 3042.06, 3052.07, 306, 906, 1302 or 1405 2.09 and 3.06 of the Indenture and except for Additional Securitiesany Notes which, pursuant to Section 2.03 of the Indenture, are deemed never to have been authenticated and delivered thereunder. The Securities Notes shall be known and designated as the "7 1/27.30% Convertible Junior Subordinated Debentures Due 2012Notes due 2007" of the Company. Their Stated Maturity The maturity of the Notes shall be April 30July 16, 2012 2007 and they the Notes shall bear interest at the rate of 7 1/27.30% per annum (provided, that, if from the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount date of initial issuance of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date Notes or from and including the most recent Interest Payment Date interest payment date to which interest has been paid paid, payable semi-annually on January 15 and July 15 of each year, commencing January 15, 1998, to the registered Holders of Notes at the close of business on the December 31 or duly provided forJune 30 immediately preceding such interest payment date, as the case may be, payable quarterly . Interest will be computed on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment basis of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be madea 360-day year comprised of twelve 30-day months. The Holders Notes shall be initially issued in the form of one or more Global Securities deposited with the Depository Trust Company or a nominee thereof (including any successors thereto, the "Depositary") in accordance with Section 2.15 of the Indenture. Interests in such Global Security or Securities shall also may be entitled to receive Special Interest from time to time to exchanged for definitive Notes only under the extent circumstances provided for in Section 2.06 of the SecuritiesIndenture. The principal of and premium, if any, and interest on the Securities Notes shall be payable payable, and the transfer of Notes may be registered, at the any office or agency of the Company or the Trustee maintained for such purpose pursuant to Section 1002that purpose; provided, howeverthat interest payable with respect to the Notes may be paid, that at the option of the Company, by check mailed to the Person entitled thereto as shown on the security register relating to the Notes. The foregoing notwithstanding, principal of and premium, if any, and interest on Notes which are represented by Global Securities held of record by the Depositary will be payable in same-day funds. The Notes shall be redeemable at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XIThree hereof and in accordance with the procedures for redemption provided for in Article 3 of the Indenture; provided, that the provisions of Section 3.01(a) of the Indenture shall not be applicable to the Notes. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase at the option covenants set forth in Article 4 of the Holder as provided Indenture and the additional covenants set forth in Article XIVFour hereof. Events of Default with respect to the Notes shall be as set forth in Section 6.01 of the Indenture, as modified by Article Five hereof. The Notes shall be subject to the provisions of Article 8 of the Indenture.

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities. not limited. (b) The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" “8⅛% Senior Notes due 2018” of the Company. Their Stated Maturity shall be April March 30, 2012 2018 and they shall bear interest thereon at a rate of 8⅛% per annum in cash semi-annually to the Holder of record at the rate close of 7 1/2% per annum business on the Regular Record Date immediately preceding the applicable Interest Payment Date, on the Interest Payment Date, commencing on September 30, 2010. (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the c) The principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company in the Borough of Manhattan, City of New York, New York maintained for such purpose pursuant to Section 1002or at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If a Holder has given wire transfer instructions to the Company at least three days prior to the applicable Interest Payment Date, the Company, through the paying agent or otherwise, will pay all principal, interest and premium, if any, on that Holder’s Securities in accordance with those instructions. (d) The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in any Securities that are held by Participants through Euroclear or Clearstream. (e) The Securities shall be subject to repurchase by the Company pursuant to a Change of Control Offer as provided in Section 10.09. (f) The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. . (g) The Securities shall be subject to repurchase Legal Defeasance and/or Covenant Defeasance at the option of the Holder Company as provided in Article XIVXII. (h) Additional Securities ranking pari passu with the Securities issued the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture; and in connection with such issuance of Additional Securities, the Company shall deliver to the Trustee (and the Trustee shall be fully protected in relying upon), an Opinion of Counsel stating that all conditions precedent to the issuance and authentication of the Additional Securities have been complied with, and that such Additional Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors' rights and by general principles of equity.

Title and Terms. The aggregate principal amount of Securities Second-Priority Notes which may be authenticated and delivered issued under this Second-Priority Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Second-Priority Notes issued under this Second-Priority Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Second-Priority Notes. The Securities Second-Priority Notes shall be known and designated as the "7 1/2“12% Convertible Junior Subordinated Debentures Due 2012" Second-Priority Secured Notes due 2017” of the CompanyIssuers. Their The Stated Maturity of the Second-Priority Notes shall be April 30December 1, 2012 2017, and they the Second-Priority Notes shall bear interest at the rate of 7 1/212% per annum (providedfrom December 9, that2010, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February June 1, May 1, August 1, 2010 and November 1, commencing August 1, 1999semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Second-Priority Note (or any predecessor Second-Priority Note) is registered at the close of interest shall include interest accrued to but excluding business on the May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Second-Priority Notes shall be payable at the office or agency of the Company Issuers maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Issuers, payment of interest in cash may be made by check mailed or wire transfer to the address Holders of the Person entitled thereto as such address shall appear Second-Priority Notes at their respective addresses set forth in the Security RegisterSecond-Priority Note Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Second-Priority Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the Second Lien Trustee maintained for such purpose. Holders shall have the right to require the Issuers to purchase their Second-Priority Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1017. The Securities Second-Priority Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Second-Priority Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Second-Priority Notes payable by the Issuers are irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVSubsidiary Guarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000145,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes 43 pursuant to Section 304, 305, 306, 307, 308, 906, 1302 1015, 1016 or 1405 and except for Additional Securities1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Notes shall be known and designated as the "7 1/29 3/4% Convertible Junior Senior Subordinated Debentures Notes Due 20122008" and the Exchange Notes shall be known and designated as the "9 3/4% Series B Senior Subordinated Notes Due 2008" of the Company. Their Stated Maturity shall be April 3015, 2012 2008, and they shall bear interest at the rate of 7 1/29.75% per annum (providedfrom April 23, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, August 1, April 15 and November 1October 15 in each year, commencing August 1October 15, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the April 1 or October 1 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of (and premium, if any), and interest on the Securities Notes shall be payable payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes (which initially shall be the office of the Trustee located in the care of the Depositary Trust Company, howeverat 55 Wxxxx Xxxxxx, that Xxx Xxxx, Xxx Xxxx 00041) or, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Register; provided that all payments with respect to the Global Notes and the Physical Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Notes issued in connection with the Security RegisterExchange Offer will be treated as a single class of securities under this Indenture. The Securities Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“9.750% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2018” of the Company. Their The Stated Maturity of the Notes shall be April 30August 1, 2012 2018, and they the Notes shall bear interest at the rate of 7 1/29.750% per annum (providedfrom July 30, that2010, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, 2011 and semi-annually thereafter on February 1 and August 1, 1 in each year and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the January 15 and July 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“10.875% Convertible Junior Subordinated Debentures Due 2012" Senior Secured Notes due 2016” of the Company. Their The Stated Maturity of the Notes shall be April 3015, 2012 2016, and they the Notes shall bear interest at the rate of 7 1/210.875% per annum (providedfrom May 29, that2009, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on October 15, payable quarterly 2009 and semi-annually thereafter on February 1, May 1, August 1, April 15 and November 1, commencing August 1, 1999October 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the April 1 and October 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, 200,000,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 9063.7, 1302 3.8, 9.6, 10.15, 10.16 or 1405 and except for Additional Securities11.8 hereof. The Securities shall be known and designated as the "7 1/28 7/8% Convertible Junior Series A Senior Subordinated Debentures Notes Due 20122007" and the "8 7/8% Series B Senior Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be April 30July 15, 2012 2007, and they shall bear interest at the rate of 7 1/28 7/8% per annum (providedfrom July 2, that1997, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually on January 15 and July 15 in each year, payable quarterly on February 1commencing January 15, May 1, August 11998, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid (i) by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities shall be redeemable as provided in Article XIXI hereof. The Securities shall be subject to defeasance at the option of the Company as provided in Article XII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XIII hereof. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVXIV hereof.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated and delivered upon registration however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“5.950% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2029” of the Company. Their The Stated Maturity of the Notes shall be April 30February 15, 2012 2029, and they the Notes shall bear interest at the rate of 7 1/25.950% per annum (providedfrom January 22, that2024, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as for on the case may be, Notes. Interest on the Notes is payable quarterly semi-annually on February 1, May 1, 15 and August 1, and November 115 of each year, commencing on August 115, 19992024 and at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment. Each payment and to the Person in whose name such Note (or any Predecessor Note), is registered at the close of interest shall include interest accrued to but excluding the business on February 1 and August 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedwithin the City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the Person entitled thereto as trustee maintained for such address purpose. Holders shall appear have the right to require the Company to purchase their Notes, in whole or in part, in the Security Registerevent of a Change in Control pursuant to Section 1016. The Securities Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. (a) The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant __________. (b) Subject to Section 3043.16, 305, 306, 906, 1302 or 1405 and except for Additional the Securities. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their ' Stated Maturity shall be April 30______ __, 2012 and they 2028. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at the rate of 7 1/2% a per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable equal to the principal amount of the Securities shall be increased to 121/2____% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted________ __, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date 1998 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth in Section 3.12), in arrears, on February 1March 31, May 1June 30, August 1, September 30 and November 1December 31 of each year, commencing August 1________ __, 19991998, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued Interest will compound quarterly and will accrue at a per annum rate equal to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time ____% to the extent provided permitted by applicable law, on any interest installment in the Securities. arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company Paying Agent in the United States maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) if to a Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the Trustee not later than 15 calendar days prior to the date on which the interest is payable, at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. The . (e) Securities may be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Securities shall be redeemable as provided in Article XI. The Securities Depository Trust Company. (f) The securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities. The Securities Notes shall be known and designated as the "7 1/22.50% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2014" of the Company. Their Stated Maturity Date shall be April 30June 15, 2012 2014, and they shall bear interest on their principal amount from June 20, 2007, payable semi-annually in arrears on June 15 and December 15 in each year, commencing December 15, 2007, at the rate of 7 1/22.50% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002due; provided, however, that payments shall only be made on a Business Day as provided in Section 15.06. The Company may, without the consent of the Holders of the Notes, issue Additional Notes from time to time in the future with the same terms and the same CUSIP number as the Initial Notes in an unlimited principal amount; provided that such Additional Notes must be part of the same issue as and fungible with the Initial Notes for United States federal income tax purposes. The Company shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. The principal of and interest on the Notes shall be payable as provided in the form of Notes set forth in Section 2.02. The Fundamental Change Repurchase Price shall be payable at such place as is identified in the Fundamental Change Repurchase Right Notice given pursuant to Section 14.01(b) (such city in which the identified Paying Agent is located being herein called a "PLACE OF PAYMENT"). The Notes shall be senior unsecured obligations of the Company and shall rank pari passu with all of the Company's other senior unsecured obligations. The Notes may not be redeemed at the option of the Company payment of interest in cash may be made by check mailed prior to the address of the Person entitled thereto as such address shall appear in the Security RegisterMaturity. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities Notes shall be convertible as provided in Article XIII12 (any city in which any Conversion Agent is located being herein called a "PLACE OF CONVERSION"). The Securities Notes shall be subject to repurchase by the Company at the option of the Holder Holders as provided in Article XIV14.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“6.875% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2022” of the CompanyIssuer. Their The Stated Maturity of the Notes shall be April 30August 1, 2012 2022, and they the Notes shall bear interest at the rate of 7 1/26.875% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1 and August 1 in each year beginning February 1, May 1, August 12016, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on January 15 and July 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose pursuant in The City and State of New York or, solely with respect to Section 1002; providedcertificated Notes, however, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities which Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $100,000,000[ ], except for Securities authenticated but may be increased, subject to compliance with the covenants contained in Article 4 below and delivered upon registration of transfer ofthe conditions set forth in Section 3.03, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesas may be limited by applicable law. The Securities Original Notes will be issued in an aggregate principal amount of $[ ]. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Company may issue Additional Notes hereunder. Additional Notes shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures “[ ] Senior Notes, Due 2012" 2017” of the Company. Their The final Stated Maturity of the Notes shall be April 30, 2012 and they shall bear interest [ ]. Interest on the Outstanding principal amount of Notes will accrue at the rate of 7 1/2% per annum and will be payable semiannually in arrears on [ ]and [ ] in each year, commencing on [ ], to Holders of record at the close of business on the immediately preceding [ ] and [ ], respectively (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from each such [ ] and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter[ ] a “Regular Record Date”), from and including . Interest on the Original Issuance Date or Notes will accrue from and including the most recent Interest Payment Date date to which interest has been paid or duly provided forfor or, as if no interest has been paid, from the case may be, payable quarterly on February 1, May 1, August 1Issue Date, and November 1, commencing August 1, 1999, until interest on any Additional Notes will accrue from the principal thereof is most recent date to which interest has been paid or made available duly provided for payment. Each payment or, if no interest has been paid on such Additional Notes, from the date of interest shall include interest accrued to but excluding the issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on which payment is to be madeor after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Holders of the Securities shall also be entitled to receive Special Interest from time to time Company will pay interest on overdue principal and, to the extent provided lawful, on overdue installments of interest at a rate of 1% per annum in excess of the Securitiesinterest rate referred to above. The principal of of, and premium, if any, and interest on the Securities Notes shall be payable at the Corporate Trust Office or at the office or agency of the Company maintained for such that purpose pursuant to in the Borough of Manhattan, The City of New York (each, a “Place of Payment”) in the manner provided in Section 10024.01(b); provided, however, that at that, under the option of the Company circumstances set forth in Section 4.01(b), payment of interest in cash on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000430 million, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 310, 906, 1302 1015, 1016 or 1405 and except for Additional Securities1108 or pursuant to the Registration Agreement. The Securities Initial Notes shall be known and designated as the "7 1/28 1/4% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2008" and the Exchange Notes shall be known as the "8 1/4% Senior Exchange Notes due 2008" of the Company. Their The Stated Maturity of the Notes shall be April January 30, 2012 2008, and they shall bear interest at the rate of 7 1/28 1/4% per annum (providedfrom January 30, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually in cash and in arrears on February 1, May 1, August 1, January 30 and November 1July 30 of each year, commencing August 1July 30, 19991998, to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the January 15 and July 15 immediately preceding the Interest Payment Date. Interest will be computed until the principal thereof is paid or made available for paymentduly provided for. Each payment of Interest on any overdue principal, interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent provided in the Securitieslawful) or premium, if any, shall be payable on demand. The principal of and of, premium, if any, and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin the Borough of Manhattan, howeverThe City of New York (which initially shall be the corporate trust office of the Trustee in New York, that New York) except that, at the option of the Company Company, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto each Holder as such address shall appear appears in the Security Note Register. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of (i) a Change of Control, pursuant to Section 1015 and (ii) the existence of Excess Cash Flow pursuant to Section 1023. The Securities Notes shall be subject to repurchase by the Company pursuant to an Asset Disposition as provided in Section 1016. The Notes shall be redeemable as provided in Article XIEleven and in the Notes. At the election of the Company, the Company's obligations under the Notes or certain of the Company's liabilities and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve. The Securities shall Notes will be subordinated senior unsecured obligations of the Company, ranking PARI PASSU in right of payment with all other existing and future senior unsecured obligations of the Company and will rank senior in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option existing and future subordinated indebtedness of the Holder as provided in Article XIVCompany, if any.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“8 1/8% Convertible Junior Subordinated Debentures Due 2012" Senior Secured Notes due 2017” of the Company. Their The Stated Maturity of the Notes shall be April 30February 1, 2012 2017, and they the Notes shall bear interest at the rate of 7 1/28 1/8% per annum (providedfrom January 25, that2011, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, 2011 and November 1, commencing semi-annually thereafter on February 1 and August 1, 19991 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the January 15 and July 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. There shall be a series of Securities designated as the "5.375% Senior Notes due 2004" of the Company. Their Stated Maturity shall be October 1, 2004, and they shall bear interest at the rate of 5.375% per annum from September 28, 2001. Interest on the Securities will be payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2002, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date immediately preceding the applicable Interest Payment Date, which Regular Record Date shall be initially fixed as the Business Day immediately preceding the applicable Interest Payment Date. The aggregate principal amount of Securities which may be authenticated and delivered under this Supplemental Indenture is limited to $100,000,000300,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 906, 1302 906 or 1405 1107 of the Indenture as supplemented by this Supplemental Indenture and except for Additional Securitiesany Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" Place of the Company. Their Stated Maturity shall be April 30, 2012 and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to Payment for the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company in the City of New York, State of New York, maintained for such purpose pursuant to Section 1002purpose, which shall be the Corporate Trust Office of the Trustee, and at any other office or agency maintained by the Company for such purpose; providedPROVIDED, howeverHOWEVER, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities Notes shall be redeemable as provided by the Company at any time, in Article XIwhole or in part, upon not less than 30 nor more than 60 days' notice, in cash at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest through the redemption date plus the Make Whole Premium. The Securities Two Officers of the Company shall be subordinated in right sign the Notes for the Company by manual or facsimile signature. Notes bearing the manual or facsimile signatures of payment individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the prior payment in full in cash authentication and delivery of such Notes or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase did not hold such offices at the option date of the Holder as provided in Article XIVsuch Notes.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312, 1011 and 1012 hereof, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, redemption or otherwise as the Initial Notes (except that any series of Notes that is not fungible with the Initial Notes for Securities authenticated U.S. Federal income tax purposes may be treated for purposes of the provisions of this Indenture relating to transfer and delivered upon registration of transfer of, exchange as a separate class that does not trade fungibly with Notes that have differing treatment under U.S. Federal income tax law and will be assigned a different CUSIP or in exchange for, or in lieu of, other Securities identification number). Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesa supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "7 1/2“10.750% Convertible Senior Secured Junior Subordinated Debentures Due 2012" Priority Notes due 2023” of the Company. Their The Stated Maturity of the Notes shall be April 30July 15, 2012 and they 2023. The Notes shall bear interest at the rate of 7 1/2% per annum (providedset forth below from June 25, that2018, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest on the Notes is payable on January 15, as the case may be, payable quarterly 2019 and semi-annually thereafter on February 1, May 1, August 1, January 15 and November 1, commencing August 1, 1999July 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the January 1 and July 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin the City of New York or, however, that at the option of the Company payment Company, payments of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more global notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018 and a Loss Proceeds Offer as provided in Section 1020. The Notes shall be redeemable as provided in Article XIEleven of this Indenture and Paragraph 6 of the Notes. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities which may Initial Notes to be authenticated and delivered under this Indenture on the date of the Indenture is limited to $100,000,000150,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 303, 304, 305, 306, 801, 906, 1302 1009, 1016 or 1405 and except for Additional Securities1108. The Securities Trustee shall authenticate Notes thereafter in unlimited amount for original issue upon a written order of the Company in the form of an Officers' Certificate in aggregate principal amount as specified in such order (so long as permitted by this Indenture, including, without limitation, Section 1010). Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Initial Notes shall be known and designated as the "7 1/210-5/8% Convertible Junior Series C Senior Subordinated Debentures Due 2012Notes due 2007" and the Exchange Notes shall be known as the "10-5/8% Series D Senior Subordinated Notes due 2007", in each case, of the Company. Their Stated Maturity shall be April 30July 31, 2012 2007, and they shall bear interest at the rate of 7 1/210-5/8% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adoptedof original issuance, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, January 31 and November 1July 31 of -29- each year, commencing August 1January 31, 19992002 and at ending at Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on), interest and interest Additional Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by mailing a check mailed for such interest, payable to or upon the address written order of the Person entitled thereto pursuant to Section 308, to the address of such Person as such address shall appear it appears in the Security Register. Notwithstanding the foregoing, payment of the principal of (and premium, if any, on), interest and Additional Interest, if any, on Notes represented by Global Notes shall be made in accordance with procedures required by the Depositary. The Securities Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13, 10.11 and delivered upon registration 10.12 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“9.250% Convertible Junior Subordinated Debentures Due 2012" Senior Secured Second Lien Notes due 2031” of the CompanyIssuer. Their The Stated Maturity of the principal of the Notes shall be April 30October 1, 2012 2031, and they the Notes shall bear interest at the rate of 7 1/29.250% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially payable quarterly on February April 1, May 1, August 1, 2025 and November 1, commencing August 1, 1999semi-annually thereafter in arrears on April 1 and October 1 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the March 15 and September 15 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security Register. The Securities shall Note Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be redeemable as provided made in Article XI. The Securities shall be subordinated in right of payment to accordance with the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVDepository’s applicable procedures.

Title and Terms. The (a) Subject to the provisions of this Indenture and applicable law, the aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited unlimited. The Company may issue Exchange Notes from time to $100,000,000time pursuant to an exchange offer, except for Securities authenticated in each case pursuant to a Board Resolution and delivered upon registration of transfer ofsubject to Section 303, or in authorized denominations in exchange forfor a like principal amount of Original Notes and Additional Notes, or if any. Upon any such exchange, the Original Notes shall be cancelled in lieu of, other Securities accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. The Company may from time to time issue Additional Notes pursuant to a Board Resolution and subject to Section 304, 305, 306, 906, 1302 or 1405 and except for 312. (b) The Notes (including Additional Securities. The Securities Notes) shall be known and designated as the "7 1/2“6¾ % Convertible Junior Senior Subordinated Debentures Due 2012" Notes due 2013” of the Company. Their Stated Maturity final maturity date shall be April 30March 1, 2012 2013 and they shall bear interest at the rate of 7 1/26¾ % per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date February 24, 2005, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, regardless of when issued, payable quarterly semi-annually in arrears on February 1, May 1, August 1, March 1 and November September 1, commencing August September 1, 19992005, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding Notwithstanding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive foregoing, Special Interest from time shall be payable on the Notes under the circumstances and in the manner specified in the Registration Rights Agreement. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 of each year. Whenever in this Indenture there is mentioned, in any context, interest on, or in respect of, any Note, such mention shall be deemed to time include mention of Special Interest to the extent provided that, in the Securities. such context, Special Interest is, was or would be accrued or payable in respect thereof and express mention of Special Interest in any provisions hereof shall not be construed as excluding Special Interest in those provisions hereof where such express mention is not made. (c) The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company in The City of New York, New York, maintained for such purpose pursuant to Section 1002or at any other office or agency maintained by the Company for such purpose (which shall initially be an office or agency of the Trustee); provided, however, that at the option of the Company payment of interest in cash may be made paid (1) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterNote Register or (2) by wire transfer to an account located in the United States maintained by the payee. (d) Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Securities Notes shall be subject to repurchase by the Company pursuant to a Prepayment Offer as provided in Sections 1013. (e) The Notes shall be redeemable as provided in Article XI. Eleven and in the Notes. (f) The Securities shall be subordinated in right due and punctual payment of payment principal of, and premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents extent set forth herein, by each of all Obligations on or relating to Senior Indebtedness as provided in Article XII. the Notes Guarantors. (g) The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVThirteen. (h) The Notes do not have the benefit of any sinking fund obligation. (i) Unless the context otherwise requires, the Original Notes, the Additional Notes and the Exchange Notes shall constitute one class and series of securities for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders or, redemption, Prepayment Offer or Change of Control Offer.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 3.03 and delivered upon registration 10.10 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“9.750% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2017” of the CompanyIssuer. Their The Stated Maturity of the Notes shall be April 30May 15, 2012 2017, and they the Notes shall bear interest at the rate of 7 1/29.750% per annum (providedfrom May 10, that2010, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on November 15, payable quarterly 2010 and semi-annually thereafter on February 1, May 1, August 1, 15 and November 1, commencing August 1, 199915 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on November 1 and May 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of and of, premium, if any, and interest and Additional Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, interest and Additional Interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency will be the office of the Person entitled thereto as Trustee maintained for such address purpose. Holders shall appear have the right to require the Issuer to purchase their Notes, in whole or in part, in the Security Registerevent of a Change in Control pursuant to Section 10.15. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 10.16. The Notes shall be redeemable as provided in Article XI11. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13, 10.11 and delivered upon registration 10.12 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“9.000% Convertible Junior Subordinated Debentures Due 2012" Senior Secured Second Lien Notes due 2026” of the CompanyIssuer. Their The Stated Maturity of the principal of the Notes shall be April 301, 2012 2026, and they the Notes shall bear interest at the rate of 7 1/29.000% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, initially payable quarterly on February October 1, May 1, August 1, 2019 and November 1, commencing August 1, 1999semi-annually thereafter in arrears on April 1 and October 1 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the March 15 and September 15 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security Register. The Securities shall Note Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be redeemable as provided made in Article XI. The Securities shall be subordinated in right of payment to accordance with the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVDepository’s applicable procedures.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesa supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "7 1/2“4.625% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2028” of the Company. Their The Stated Maturity of the Notes shall be April 30March 1, 2012 2028, and they the Notes shall bear interest at the rate of 7 1/2% per annum (providedset forth below from November 26, that2019, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February March 1, May 1, August 1, 2020 and November 1, commencing August 1, 1999semi-annually thereafter on March 1 and September 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the February 15 and August 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Person entitled thereto as Company maintained for such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVpurpose.

Title and Terms. The (a) Subject to the provisions of this Indenture and applicable law, the aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited unlimited. The Company may from time to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities time issue Additional Notes pursuant to a Board Resolution and subject to Section 304, 305, 306, 906, 1302 or 1405 and except for 312. (b) The Notes (including Additional Securities. The Securities Notes) shall be known and designated as the "7 1/2“4.375% Convertible Junior Subordinated Debentures Due 2012" Senior Secured Notes due 2019” of the Company. Their Stated Maturity shall be April 30, 2012 The terms and they shall bear interest at provisions contained in the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount form of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, Notes annexed as the case may be, payable quarterly on February 1, May 1, August 1Exhibit A constitute, and November 1are hereby expressly made, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders a part of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. Indenture. (c) The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company in United States, maintained for such purpose pursuant to Section 1002or at any other office or agency maintained by the Company for such purpose (which shall initially be an office or agency of the Trustee); provided, however, that at the option of the Company payment of interest in cash may be made paid (1) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterNote Register or (2) by wire transfer to an account located in the United States maintained by the payee. (d) Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Securities Notes shall be subject to repurchase by the Company pursuant to a Prepayment Offer as provided in Section 1013. (e) The Notes shall be redeemable as provided in Article XI. Eleven and in the Notes. (f) The Securities shall be subordinated in right due and punctual payment of payment principal of, and premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents extent set forth herein, by each of all Obligations on or relating to Senior Indebtedness as provided in Article XII. the Notes Guarantors. (g) The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVThirteen. (h) The Notes do not have the benefit of any sinking fund obligation. (i) Unless the context otherwise requires, the Original Notes and the Additional Notes shall constitute one class and series of securities for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders or, redemption, Prepayment Offer or Change of Control Offer.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000500,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 306 or 906, 1302 or 1405 and except for Additional Securities. The Initial Securities shall be known and designated as the "7 1/28 1/8% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2009" and the Exchange Securities shall be known and designated as the "8 1/8% Series B Senior Notes due 2009" of the Company. Their Stated Maturity shall be April 30July 15, 2012 2009, and they shall bear interest at the rate of 7 1/28 1/8% per annum (providedexcept as otherwise provided for in the form of Security) from the Security Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided forfor on a given Security or a Security surrendered in exchange for such Security, as the case may be, payable quarterly on February 1January 15, May 1, August 1, 2000 and November 1, commencing August 1, 1999semiannually thereafter on January 15 and July 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Each payment of interest shall include interest accrued to but excluding the The initial Interest Payment Date on which payment is to for any Security shall be madethe first January 15 or July 15 occurring after the Security Issue Date for such Security. The Holders of Initial Securities and the Exchange Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securitiesrank pari passu. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, cash interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be are not subject to repurchase redemption at the option of the Holder Company. At the election of the Company, the entire indebtedness represented by the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article XIVTwelve. The Securities will be senior unsecured obligations of the Company and will rank pari passu in right of payment with all existing and future unsubordinated indebtedness of the Company.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“14.75% Convertible Junior Subordinated Debentures Due 2012" First-Priority Senior Secured Notes due 2016” of the CompanyIssuers. Their The Stated Maturity of the Notes shall be April 30December 1, 2012 2016, and they the Notes shall bear interest at the rate of 7 1/214.75% per annum (providedfrom January 27, that2012, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February June 1, May 1, August 1, 2012 and November 1, commencing August 1, 1999semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuers maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Issuers, payment of interest in cash may be made by check mailed or wire transfer to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Issuers to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuers are irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVSubsidiary Guarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however, that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Section 3.03 hereof, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesa supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "7 1/2“5.50% Convertible Junior Subordinated Debentures Senior Notes Due 2012" 2023” of the Company. Their Stated Maturity The stated maturity of the Notes shall be April 30March 1, 2012 2023 (the “Stated Maturity”), and they the Notes shall bear interest at the rate of 7 1/2% per annum (providedprovided in the Notes from August 18, that2015, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the February 15 and August 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, whether or not a Business Day, a “Regular Record Date”). The principal of (and premium, if any), interest and interest Additional Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security Note Register; provided that all payments of principal, premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depositary or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 11.09. The Securities Notes shall be subject to mandatory redemption pursuant as provided in Section 11.10. The Notes shall be redeemable as provided in Article XIEleven of this Indenture and Paragraph 5 of the Notes. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at extent set forth herein, by the option of the Holder as provided in Article XIVGuarantor.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitieswill be U.S.$400,000,000. No additional notes may be issued under this Indenture. The Securities shall be known and designated as the "7 1/2“7.75% Convertible Junior Subordinated Debentures Due 2012" Notes due 2020” of the Company. Their The Stated Maturity of the Securities shall be April 30June 24, 2012 and they 2020. The Securities shall bear interest at the rate of 7 1/27.75% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date June 24, 2005 or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually in arrears on February 1, May 1, August 1, June 24 and November 1December 24, commencing August 1December 24, 19992005, until the principal thereof is paid or made available for payment. Each payment The Holders will receive the benefit of interest shall include interest accrued the Letter of Credit which will provide for certain payments to but excluding the Interest Payment Date Trustee, on which payment is behalf of the Holders, limited, at any one time outstanding to be madethe Stated Amount, upon receipt by the Issuing Bank of evidence of satisfaction of each of the conditions set forth in the Letter of Credit for drawing funds thereunder, including the occurrence and continuation of a Currency Inconvertibility/Non-Transfer Event. The Holders Securities shall mature on the Stated Maturity; provided, however, that if on or before the Stated Maturity, the Company and the Guarantors deliver a certificate, substantially in the form of Exhibit E, to the Trustee (with a copy of such certificate to S&P, Fitch and the Issuing Bank) stating that either the Company and/or the Guarantors have sufficient funds in Local Currency at the Reference Rate of Exchange to repay the principal amount of the Securities on the Stated Maturity and any other Indebtedness payable on the Stated Maturity but that neither the Company nor any of the Guarantors can make such payment in respect of the Securities due to a Currency Inconvertibility/Non-Transfer Event which has occurred and is continuing on the date of the certificate, and that each of the Company and the Guarantors has used its best efforts to convert and transfer such funds, then, the obligation of the Company and the Guarantors to repay the principal amount of and accrued interest on the Securities shall be extended to the earlier to occur of (i) December 24, 2021 and (ii) 30 days after the date on which the Currency Inconvertibility/Non-Transfer Event that prevented the Company and the Guarantors from satisfying their payment obligations under the Securities and the Guarantees has ended. In the case of any extension of the Stated Maturity, the Stated Maturity shall be considered a Payment Date under the terms of this Indenture, and interest shall be due on the Securities at the rate set forth on the face of the Security on such Stated Maturity and on each Payment Date occurring thereafter until the Stated Maturity. Upon the occurrence of any extension of the Stated Maturity pursuant to this Section 3.1, the Company shall promptly, but in any event within two Business Days thereafter, deliver notice thereof to the Holders in accordance with the provisions of 1.6 hereof. In the event of an extension of the Stated Maturity, the Company will notify the Luxembourg Stock Exchange at least ten Business Days in advance, file a supplement to the offering circular relating to the Securities with the Luxembourg Stock Exchange and publish a notice in a leading newspaper having general circulation in Luxembourg (which is expected to be d’Wort) or, if such publication is not practicable, in an English language newspaper having general circulation in Europe. In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest (and Additional Amounts, if any) shall be payable pursuant to the second paragraph of this Section 3.1 on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate per annum stated in the form of security contained herein plus 1% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date such principal and/or premium, as the case may be, was due and payable to the date payment of such interest (and Additional Amounts, if any) has been made or duly provided for, and such interest on unpaid interest shall also be entitled to receive Special Interest from time to time to the extent provided in the Securitiespayable on demand. The principal of and premium, if any, and interest on the Securities shall be payable at the Corporate Trust Office, the office of the Paying Agents and at any other office or agency of maintained by the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that at the option of the Company upon five (5) Business Days notice to the applicable Paying Agent, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable or repurchasable as provided in Article XI11. The Securities shall be subordinated in right not have the benefit of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIany sinking fund obligations. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIV12. Unless the context otherwise requires, the Securities shall constitute one series for all purposes under this Indenture, including, without limitation, amendments, waivers or redemptions.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated and delivered upon registration however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“5.250% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2030” of the CompanyIssuers. Their The Stated Maturity of the Notes shall be April 30March 15, 2012 2030, and they the Notes shall bear interest at the rate of 7 1/25.250% per annum (providedfrom January 31, that2025, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as for on the case may be, Notes. Interest on the Notes is payable quarterly semi-annually on February 1, May 1, August 1, March 15 and November 1September 15 of each year, commencing August 1on September 15, 19992025 and at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment. Each payment and to the Person in whose name such Note (or any Predecessor Note), is registered at the close of interest shall include interest accrued to but excluding the business on March 1 and September 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuers maintained for such purpose pursuant to Section 1002; providedwithin the City and State of New York or, however, that at the option of the Company Issuers, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York shall be the office of the Person entitled thereto as trustee maintained for such address purpose. Holders shall appear have the right to require the Issuers to purchase their Notes, in whole or in part, in the Security Registerevent of a Change in Control pursuant to Section 1016. The Securities Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuers is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, 200,000,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3042.5, 3052.7, 3062.9, 9068.6, 1302 9.15, 9.16 or 1405 and except for Additional Securities10.8 hereof. The Series A Securities shall be known and designated as the "7 1/28 1/4% Convertible Junior Series A Senior Subordinated Debentures Due 2012Notes due 2011" of the Company, and the Series B Securities shall be known and designated as the "8 1/4% Series B Senior Subordinated Notes due 2011" of the Company. Their Stated Maturity shall be April 3015, 2012 2011, and they shall bear interest at the rate of 7 1/28 1/4% per annum (providedfrom April 10, that2001, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually on April 15 and October 15 in each year, payable quarterly on February 1commencing October 15, May 1, August 12001, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Each payment of interest The Series A Securities and the Series B Securities shall include interest accrued to but excluding the Interest Payment Date on which payment is be considered collectively to be made. The Holders single class for all purposes of the Securities shall also be entitled this Indenture, including waivers, amendments, redemptions and offers to receive Special Interest from time to time to the extent provided in the Securitiespurchase. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in the City of New York; provided, however, that interest may be paid, at the option of the Company payment of interest in cash may be made Company, by check mailed to the address of the Person Persons entitled thereto at their respective addresses as shown on the Security Register or, upon application to the Trustee by any Holder of an aggregate principal amount of Securities in excess of $1,000,000 not later than the applicable Regular Record Date, by transfer to an account (such address shall appear transfer to be made only to a Holder of an aggregate principal amount of Securities in excess of $1,000,000) maintained by such Holder with a bank in the Security RegisterCity of New York. No transfer will be made to any such account unless the Trustee has received written wire instructions not less than 15 days prior to the relevant payment date. The Securities shall be redeemable as provided in Article XIX hereof. The Securities shall be subject to defeasance at the option of the Company as provided in Article XI hereof. Initially, the Securities shall not be guaranteed by any Subsidiary of the Company. In the circumstances set forth in Section 9.12(a) hereof, however, the Securities shall be guaranteed in the future by the Subsidiary Guarantors as provided in Article XII hereof. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVXIII hereof.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“12.5% Convertible Junior Senior Subordinated Debentures Notes Due 2012" 2017” of the CompanyCo-Issuers. Their The Stated Maturity of the Notes shall be April 30November 1, 2012 2017, and they the Notes shall bear interest at the rate of 7 1/212.5% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, 1 and November 1 in each year beginning November 1, commencing August 12008, 1999and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on April 15 and October 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any), interest and interest Special Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest and Special Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York shall be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“7.875% Convertible Junior Subordinated Debentures Senior Notes Due 2012" 2029” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30December 15, 2012 2029, and they the Notes shall bear interest at the rate of 7 1/27.875% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable commencing on June 15, payable quarterly 2024 and semi-annually thereafter in arrears on February 1, May 1, August 1, June 15 and November 1, commencing August 1, 1999December 15 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the June 1 and December 1 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 308, 906, 1302 1015, 1016 or 1405 and except for Additional Securities1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Notes shall be known and designated as the "7 1/29 5/8% Convertible Junior Senior Subordinated Debentures Notes Due 20122008" and the Exchange Notes shall be known and designated as the "9 5/8% Series B Senior Subordinated Notes Due 2008" of the Company. Their Stated Maturity shall be April 30June 15, 2012 2008, and they shall bear interest at the rate of 7 1/29 5/8% per annum (providedfrom June 12, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, August 1, June 15 and November 1December 15 in each year, commencing August 1December 15, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the June 1 or December 1 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of (and premium, if any), and interest on the Securities Notes shall be payable payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes (which initially shall be the office of the Trustee located at 00 Xxxxxxxx, however00xx Xxxxx, that Xxx Xxxx, Xxx Xxxx 10006) or, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Register; provided that all payments with respect to the U.S. Global Note and the U.S. Physical Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Notes issued in connection with the Security RegisterExchange Offer will be treated as a single class of securities under this Indenture. The Securities Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000175,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 9069.6 or 11.8, 1302 Exchange Securities or 1405 and except for Additional Securitiesin connection with an Offer to Purchase pursuant to Sections 10.19 or 10.21. Subject to Section 3.5, the Securities will be represented by one or more Global Securities in the name of the Depositary or its nominee. The Securities shall be known and designated as the "7 1/27.5% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2013" of the Company. Their Stated Maturity shall be April 30November 1, 2012 2013 and they shall bear interest at the rate of 7 1/27.5% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date December 2, 2003 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, 1 and November 1, commencing August May 1, 19992004, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, provided that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding any other provision of this Section 3.1, if the Securities are in the form of one or more Global Securities, immediately available funds for the payment of the principal of (and premium, if any) and interest on the Securities due on any Interest Payment Date or at Maturity, as the case may be, will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Depositary on such respective dates. The Depositary will allocate and pay such funds to the owners of beneficial interests in the Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 10.19 or 10.21. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIEleven. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVTwelve. The Securities do not have the benefit of any sinking fund obligations. The Initial Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated November 24, 2003, among the Company, X.X. Xxxxxx Securities Inc. and the other initial purchasers named therein. The Initial Securities will be resold initially only to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Initial Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, including appropriate legends as set forth in Section 3.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a temporary global Security (the "Temporary Regulation S Global Note"), without interest coupons. Beneficial interest in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set forth in Section 3.1(c) (the "Permanent Regulation S Global Note" and, together with the Temporary Regulations Global Note, each a "Regulation S Global Note") within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 3.13. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Article Three for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream"). Prior to the 40th day after the later of the commencement of the offering of the Initial Securities and the date on which the Initial Securities are originally issued (such period through and including such 40th day, the "Restricted Period"), interests in the Temporary Regulation S Global Note may only be held through Euroclear or Clearstream (as indirect participants in DTC) unless exchanged for interests in a Global Security in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in DTC's system. Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers' securities accounts in the depositaries' names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set in Section 3.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 3.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in the City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth in Section 2.2. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Section 2.2 are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except Except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities Debentures pursuant to Section 304Sections 3.4, 3053.5, 3069.6 or 11.8, 906the aggregate principal amount of Debentures which may be authenticated and delivered under this Indenture, 1302 or 1405 and except for Additional Securitiesis limited to $20,000,000. The Securities Debentures may be issued from time to time in exchange for shares of the Company's Common Stock as such shares are tendered and accepted for exchange pursuant to an exchange offer of the Company to its shareholders, as described in the Offering Circular. The Debentures may be issued only in registered form without coupons, and shall be known and designated as the "7 1/2% Convertible Junior Unsecured, Subordinated Debentures Due 2012Debentures" of the Company. Their Stated Maturity Principal on any Debenture shall be April 30payable in one installment on the date of Maturity, 2012 unless paid earlier, in whole or in part, by declaration of acceleration, redemption or otherwise. The Maturity Date of any Debenture shall be the last day of the same month as the month in which that Debenture is issued, in the fifth (5th), seventh (7th) or tenth (10th) year after issuance. The year of maturity of any Debenture shall be selected irrevocably by the original Holder prior to the issuance of that Debenture. Interest is payable in consecutive monthly installments due on the last day of each month, commencing on the last day of the month in which the Debenture is issued. Each Debenture bears interest from the date of issuance at either the Fixed Rate or the Variable Rate, as selected irrevocably by the original Holder thereof. The principal, interest and they the redemption price of the Debentures shall bear interest be payable by check mailed to the Holder entitled to such payment at his address as it appears on the Debenture Register, or, at the rate option of 7 1/2% per annum the original Holder of each Debenture (provided, that, if unless the Charter Amendment has not been Duly Adopted method of payment is subsequently changed upon thirty (30) days written notice to the Company by the Charter Amendment Deadlineregistered Debenture Holder entitled thereto), the interest rate 30 applicable by electronic transfer to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly account provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent Company as provided in the Securitiesrelevant Form of Debenture attached hereto and listed on the records of the Company. The principal of and premium, if any, and interest on the Securities Debentures shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that redeemable at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable without penalty or premium as provided in Article XIEleven. The Securities Debentures shall be subordinated in right of payment to certain other indebtedness of the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness Company as provided in Article XIITwelve. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option Debentures are unsecured debt obligations of the Holder as provided in Article XIVCompany.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture for original issue is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities85,000,000. The aggregate principal amount of Securities Outstanding at any one time may not exceed such amount except as provided in Section 3.6 hereof. The Initial Securities shall be known and designated as the "7 1/212 1/4% Convertible Junior Subordinated Debentures Series A Senior Notes Due 20122003" of the Company. Their Stated Maturity shall be April 30December 15, 2012 2003, and they shall bear interest at the rate of 7 1/212 1/4% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually in cash in arrears on June 15 and December 15 in each year, payable quarterly on February 1commencing June 15, May 1, August 11997, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on) and interest and Liquidated Damages, if any, on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in the City of New York; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid on Physical Securities on or before the due date (i) by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by such Holder located in the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIXI hereof. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVXII hereof.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and delivered upon registration 313 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“4.625% Convertible Junior Subordinated Debentures Senior Unsecured Notes Due 2012" 2026” of the CompanyIssuer. Their The Stated Maturity of the Notes shall be April 30February 10, 2012 2026, and they the Notes shall bear interest at the rate of 7 1/24.625% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 115, May 1, 2018 and semiannually thereafter on February 15 and August 1, 15 in each year and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on February 1 and August 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate, whether or not a Business Day (each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Company maintained for such purpose pursuant to Issuer set forth in Section 1002; provided302, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security Note Register; provided, however, that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the Depository. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control Repurchase Event pursuant to Section 1013. The Securities Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is fully and unconditionally Guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“6.500% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2027” of the CompanyCo-Issuers. Their The Stated Maturity of the Notes shall be April 30October 15, 2012 2027, and they the Notes shall bear interest at the rate of 7 1/26.500% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semi-annually in arrears on April 15 and October 15 in each year, payable quarterly commencing on February 1April 15, May 1, August 12020, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on April 1 and October 1 immediately preceding such Interest Payment Date (each, a “Record Date”). Interest on the Notes will accrue from the most recent date to which payment is to be made. The Holders of interest has been paid or, if no interest has been paid, from the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesIssue Date. The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose pursuant to Section 1002; providedwithin the City and State of New York or, however, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by DTC or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“5.375% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2025” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30October 15, 2012 2025, and they the Notes shall bear interest at the rate of 7 1/25.375% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable commencing on April 15, payable quarterly 2021 and semi-annually thereafter in arrears on February 1, May 1, August 1, April 15 and November 1, commencing August 1, 1999October 15 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the April 1 and October 1 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however, that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesa supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "7 1/2“7.250% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2026” of the Company. Their Stated Maturity The stated maturity of the Notes shall be April 30March 15, 2012 2026 (the “Stated Maturity”), and they the Notes shall bear interest at the rate of 7 1/2% per annum (providedprovided in the Notes from September 20, that2017, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the March 1 and September 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any), interest and interest Additional Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security Note Register; provided that all payments of principal, premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven of this Indenture and Paragraph 5 of the Notes. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVSubsidiary Guarantors.

Title and Terms. The aggregate principal amount of Securities Initial Senior Notes which may be authenticated and delivered under this Indenture for original issue is limited to $100,000,00060,000,000, except for Securities and the aggregate principal amount of Exchange Notes which may be authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant under this Indenture for original issue is limited to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities$60,000,000. The Securities aggregate principal amount of Senior Notes Outstanding at any one time may not exceed such amount except as provided in Section 3.7 hereof. The Initial Senior Notes shall be known and designated as the "7 1/29 3/4% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2003, Series B" of the Company, and the Exchange Notes shall be known and designated as the "9 3/4% Senior Notes due 2003, Series C" of the Company. Their The Stated Maturity of the Senior Notes shall be April 30October 15, 2012 2003, and they shall bear interest at the rate of 7 1/29 3/4% per annum (providedfrom October 28, that1998, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually in cash in arrears on April 15 and October 15 in each year, payable quarterly on February 1commencing April 15, May 1, August 11999, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; in the City of New York provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid on Certificated Senior Notes on or before the due date (i) by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or (ii) with respect to any Holder owning Senior Notes in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities Senior Notes shall rank pari passu in right of payment with the Series A Notes and senior in right of payment to all Subordinated Indebtedness. The Senior Notes shall be redeemable as provided in Article XIXI hereof. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVXII hereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000833,815,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 1009, 1016 or 1405 and except for Additional Securities1108. The Securities shall be known and designated as the "7 10-1/2% Convertible Junior Subordinated Debentures Senior Discount Notes Due 20122008" of the Company. Their Stated Maturity shall be April 30December 1, 2012 2008. The Securities shall be issued at a discount of 59.966% of their aggregate principal amount at maturity, and they shall bear interest accrete at the a rate of 7 10- 1/2% per annum (providedannum, thatcompounded semiannually, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the 100% of their aggregate principal amount at maturity by December 1, 2003. On December 1, 2003, cash interest shall commence accruing at a rate of the Securities 10-1/2% per annum, which shall be increased to 121/2% from payable semiannually in arrears on June 1 and after the Charter Amendment Deadline until the date the Charter Amendment is Duly AdoptedDecember 1 in each year, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly commencing on February June 1, May 1, August 12003, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Each payment Notwithstanding the foregoing, with respect to Initial Securities, if there has been a Registration Default the Initial Securities shall from the date of interest shall include interest accrued such Registration Default bear Special Interest up to but excluding the Interest Payment Date date on which payment such Registration Default is cured, as set forth or referred to be made. The Holders in the text of the Securities appearing in Exhibit A hereto. Accrued Special Interest, if any, shall also be entitled to receive paid in cash in arrears semi-annually on June 1 and December 1 in each year, and the amount of accrued Special Interest from time shall be determined on the basis of the number of days actually elapsed. In addition, the Company may elect, upon not less than 60 days prior notice given in the manner provided for in Section 106, to time commence the accrual of cash interest on all Outstanding Securities on or after December 1, 2001, in which case the outstanding principal amount at maturity of each Security shall on such commencement date be reduced to the extent provided Accreted Value of such Security as of such commencement date and cash interest shall be payable with respect to such Security on each June 1 and December 1 thereafter, as set forth or referred to in the text of the Securities. The principal of and Accreted Value of, premium, if any, and interest on the Securities shall will be payable payable, and the Securities may be exchanged or transferred, at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin The City of New York, howeverwhich, that at unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The interest rate on the Securities is subject to increase by the addition of Special Interest and otherwise, all as set forth or referred to in the text of the Securities appearing in Exhibit A hereto. The Securities shall be redeemable as provided in Article XIEleven. The At the election of the Company, the entire Debt on the Securities shall or certain of the Company's obligations and covenants and certain Events of Default thereunder may be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness defeased as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVTwelve.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000275 million, in the case of the Senior Subordinated Notes, and $294 million, in the case of Senior Subordinated Discount Notes, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 310, 906, 1302 1016, 1017 or 1405 and except for Additional Securities1108 or pursuant to an Exchange Offer. The Securities Initial Notes shall be known and designated as the "7 9 1/2% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2007" and "10 1/2% Senior Subordinated Discount Notes due 2007," as applicable, and the Exchange Notes shall be known and designated as the "9 1/2% Series B Senior Subordinated Notes due 2007" and "10 1/2% Series B Senior Subordinated Discount Notes," as applicable, in each case, of the Company. Their The Stated Maturity of the Senior Subordinated Notes shall be April 30November 1, 2012 2007, and they shall bear interest at the rate of 7 9 1/2% per annum (providedfrom November 4, that1997, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided for, as payable semiannually in cash and in arrears to the case may bePerson in whose name the Note (or any predecessor Note) is registered at the close of business on the April 15 and October 15 immediately preceding the interest payment date on May 1 and November 1 of each year, payable quarterly on February 1, commencing May 1, August 1, and 1998. The Stated Maturity of the Senior Subordinated Discount Notes shall be November 1, commencing August 2007, and they will accrete until November 1, 19992002 at a rate of 10.57% per annum, compounded semiannually. Cash interest will not accrue on the Senior Subordinated Discount Notes prior to November 1, 2002. Thereafter, interest will accrue at the rate of 10 1/2% per annum and will be payable semiannually in cash and in arrears to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the April 15 or October 15 next preceding such interest payment date, commencing May 1, 2003. Cash interest on the Senior Subordinated Discount Notes will accrue from the most recent interest payment date to which interest has been paid or, if no interest has been paid, from November 1, 2002. All references to the principal amount of the Senior Subordinated Discount Notes herein are references to the principal amount at final maturity. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or made available for paymentduly provided for. Each payment of Interest on any overdue principal, interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent provided in the Securitieslawful) or premium, if any, shall be payable on demand. The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Note Register. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the Security Registerevent of a Change of Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase by the Company pursuant to an Asset Disposition as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven and in the Notes. The Securities Indebtedness evidenced by the Notes shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVThirteen.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“8.875% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2024” of the CompanyCo-Issuers. Their The Stated Maturity of the Notes shall be April 30November 15, 2012 2024, and they the Notes shall bear interest at the rate of 7 1/28.875% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semi-annually on May 15 and November 15 in each year beginning May 15, payable quarterly on February 1, May 1, August 12017, and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on May 1 and November 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Depositary or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The Notes shall be titled the “73/4% Senior Notes due 2019.” Provisions relating to the Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Supplemental Indenture. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Appendix A which is hereby incorporated in and expressly made a part of this Supplemental Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage, provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Appendix A are part of the terms of this Supplemental Indenture. Subject to compliance with Section 9.12, the Company may issue an unlimited amount of Additional Notes from time to time after the Issue Date which shall have identical terms as the Notes issued on the Issue Date, other than with respect to the issue price and the date of issuance. The Notes issued on the Issue Date and any Additional Notes shall be part of the same series of Securities for all purposes of the Original Indenture. With respect to any Additional Notes, there shall be established in or pursuant to a resolution of the Board of Directors and, subject to Section 3.3, set forth or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental to the Indenture, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of Securities which may such Additional Notes to be authenticated and delivered under this Indenture is limited to $100,000,000delivered; (2) the issue price and issuance date of such Additional Notes, except for Securities authenticated and delivered upon registration of transfer ofincluding the date from which interest on such Additional Notes shall accrue; and (3) if applicable, that such Additional Notes shall be issuable in whole or in exchange forpart in the form of one or more Global Notes and, in such case, the respective depositories for such Global Notes, the form of any legend or legends which shall be borne by any such Global Note in addition to or in lieu ofof that set forth in Appendix A and any circumstances in addition to or in lieu of those set forth in Section 3.4 in which any such Global Note may be exchanged in whole or in part for Notes registered, and any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other Securities than the depository for such Global Note or a nominee thereof. If any of the terms of any Additional Notes are established by action taken pursuant to Section 304a resolution of the Board of Directors, 305, 306, 906, 1302 or 1405 and except for Additional Securities. The Securities a copy of an appropriate record of such action shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their Stated Maturity shall be April 30, 2012 and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted certified by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date Secretary or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency any Assistant Secretary of the Company maintained for such purpose pursuant and delivered to Section 1002; provided, however, that the Trustee at or prior to the option delivery of the Company payment Officers’ Certificate or the indenture supplemental hereto setting forth the terms of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Registerissuance. The Securities Trustee shall have the right to decline to authenticate and deliver any Additional Notes under this Section if the Trustee determines that such action may not lawfully be redeemable as provided taken by the Company or if the Trustee in Article XI. The Securities good faith by its board of directors or board of trustee, executive committee, or a trust committee of directors or trustees or Trust Officers shall be subordinated in right of payment determine that such action would expose the Trustee to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating personal liability to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVexisting Notes Holders.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and delivered upon registration 1011 hereof, as part of transfer of, the same series as either the 2017 Notes or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe 2020 Notes. The Securities 2017 Notes shall be known and designated as the "7 1/2“6.75% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2017” of the Company. Their The Stated Maturity of the 2017 Notes shall be April 3015, 2012 2017, and they the 2017 Notes shall bear interest at the rate of 7 1/26.75% per annum (providedfrom April 4, that2012, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, for on the 2017 Notes. The 2020 Notes shall be known and designated as the case may be“7.625% Senior Notes due 2020” of the Company. The Stated Maturity of the 2020 Notes shall be April 15, payable quarterly on February 1, May 1, August 12020, and November 1the 2020 Notes shall bear interest at the rate of 7.625% per annum from April 4, commencing August 12012, 1999or from the most recent Interest Payment Date to which interest has been paid or duly provided for on the 2020 Notes. Interest on the Notes is payable on October 15, 2012 and semi-annually thereafter on April 15 and October 15 of each year and at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment. Each payment and to the Person in whose name such Note (or any Predecessor Note), is registered at the close of interest shall include interest accrued to but excluding business on the April 1 and October 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount Principal Amount of Securities which Notes that may be authenticated and delivered under this Indenture is initially limited to $100,000,0005,600,000, except for Securities Notes authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 3043.04, 3053.05, 3063.06 or 9.06, 906provided that the Company may within ninety (90) days of the date hereof issue additional Notes to the Initial Purchasers (which may be issued on a non pro rata basis provided that such Notes are first offered on a pro rata basis to all such Initial Purchasers for a minimum period of five (5) Business Days) in an aggregate face amount of up to $5,600,000 (for an aggregate consideration of up to $5,000,000) pursuant to a supplemental indenture to be entered into without the consent of the Holders pursuant to Section 9.01(l) if and only if the Company has, 1302 prior to such issuance issued Common Stock or 1405 and except preferred stock for Additional Securitiesan aggregate consideration that is at least equal to 100% of the amount of capital raised by the Company through the issuance of such additional Notes. Other than as set forth in the preceding sentence, the Company shall not issue any Notes under this Indenture. The Securities Notes shall be known and designated as the "7 1/2% “Senior Secured Convertible Junior Subordinated Debentures Notes Due 2012" 2009” of the Company. Their Stated Maturity The Principal Amount shall be April 30, 2012 and they shall bear interest payable at the rate of 7 1/2% per annum (providedStated Maturity, that, if or at the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount election of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly AdoptedHolder, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance on a Redemption Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be madeFundamental Change Settlement Date. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of Principal Amount and premiumaccrued interest and Liquidated Damages, if any, and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent in The City of New York maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash payments may be made by wire transfer pursuant to instructions provided in the Exchange Agreement or from time to time by the relevant Holder or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Note Register. The Securities Notes shall not have the benefit of a sinking fund. The Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated superior in right of payment and shall rank superior to all indebtedness of the Company, provided that, the terms of the subordination of Trident Loan to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities Notes shall be convertible as provided set forth in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVSubordination Agreement.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“5.125% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2030” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30December 15, 2012 2030, and they the Notes shall bear interest at the rate of 7 1/25.125% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable commencing on June 15, payable quarterly 2021 and semi-annually thereafter in arrears on February 1, May 1, August 1, June 15 and November 1, commencing August 1, 1999December 15 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the June 1 and December 1 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Company Issuer maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Section 3.03 hereof, as part of the same series as the Notes and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to the terms of the Note Purchase Agreement; provided, further, that the first $120 million of Notes issued under this Indenture shall be issued in such a manner so as to be able to be cancelled pursuant Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securities13.01(b) hereof. The Securities Notes shall be known and designated as the "7 1/2“1.00% Convertible Junior Subordinated Debentures Due 2012" Exchangeable Notes due 2018” of the CompanyIssuers. Their The Stated Maturity of the Notes shall be April 30June 1, 2012 2018, and they the Notes shall bear interest at the rate of 7 1/21.00% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adoptedof their issuance, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as payable on June 1 and December 1 in each year commencing on the case may be, payable quarterly on February 1, May 1, August 1, first June 1 or December 1 to occur after the Notes have been issued and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuers maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Issuers, payment of interest in cash may be made by check mailed or wire transfer to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the trustee maintained for such purpose. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven and exchangeable as provided in Article Thirteen. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuers are irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated and delivered upon registration however, that any Additional Notes issued under this Indenture are issued in accordance with Section 303 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Notes. The Securities Notes shall be known and designated as the "7 1/2“2.850% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2028” of the Company. Their The Stated Maturity of the Notes shall be April 30January 26, 2012 2028, and they the Notes shall bear interest at the rate of 7 1/22.850% per annum (providedfrom January 26, that2021, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as for on the case may be, Notes. Interest on the Notes is payable quarterly semi-annually on February 1, May 1, August 1, January 26 and November 1July 26 of each year, commencing August 1on July 26, 19992021 and at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment. Each payment and to the Person in whose name such Note (or any Predecessor Note), is registered at the close of interest shall include interest accrued to but excluding the business on January 12 and July 12 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedwithin the City and State of New York or, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the Person entitled thereto as trustee maintained for such address purpose. Holders shall appear have the right to require the Company to purchase their Notes, in whole or in part, in the Security Registerevent of a Change in Control pursuant to Section 1016. The Securities Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right If the Notes are guaranteed, the due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 906 or 1405 and except for Additional Securities1108 or in connection with an Offer to Purchase pursuant to Section 1014 or 1017. The Securities shall be known and designated as the "7 1/2___% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2006" of the Company. Their Stated Maturity shall be April 30December 15, 2012 2006 and they shall bear interest at the rate of 7 1/2___% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date December __, 1996 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, June 15 and November 1December 15, commencing August 1June 15, 19991997, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in the Borough of Manhattan, The City of New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterRegister and provided, further, that upon the written request of any Holder to the Company or a Paying Agent not later than the 10th Business Day immediately preceding the relevant payment date, such Holder may receive payment of the principal of (and premium, if any) or interest on such Holder's Security by wire transfer to the account specified by such Holder in such request. Unless such designation is revoked, any such designation made by a Holder with respect to its Security will remain in effect with respect to future payments with respect to such Security payable to such Holder. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1014 and 1017. The Securities shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right of payment to Senior Debt of the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness Company as provided in Article XIITwelve. The Securities shall be convertible guaranteed by the Subsidiary Guarantors as provided in Article XIIIThirteen. The Subsidiary Guarantees shall be subordinated in right of payment to Senior Guarantees of the Subsidiary Guarantors as provided in Article Fourteen. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVFifteen.

Title and Terms. (a) The aggregate principal amount number of Securities which may be authenticated and delivered under this Indenture Agreement is limited to $100,000,000a number equal to [_________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 306, 906, 1302 3.6 or 1405 and except for Additional Securities. 6.5 of this Agreement. (b) The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012Contingent Value Rights" of the Company. Their Stated Maturity Issuers and shall be April 30an unsecured obligation of the Issuers, 2012 and the Holders shall have no rights except for those rights explicitly provided for herein and shall not, by virtue of their ownership of Securities, have any of the rights of shareholders of either of the Issuers. (c) Subject to adjustment pursuant to Section 3.1(j) and subject to Section 3.1(k), the Issuers shall pay (in the manner provided in Section 3.7) to each Holder on the Maturity Payment Date, for each CVR held by such Holder, an amount, if any, as determined by the Issuers, by which the Target Price exceeds the greater of (i) the Current Market Value and (ii) the Minimum Price (the "Maturity Payment"). Such determinations by the Issuers absent manifest error shall be final and binding on the Issuers and the Holders. In connection with such determination, the Issuers shall promptly prepare and deliver to the Rights Agent an Officers' Certificate describing in reasonable detail the calculation in determining the Maturity Payment, if any, and, if they are making payment in shares of Common Stock and/or New Notes (as described in Section 3.7), determining the amount of shares of Common Stock and/or New Notes to be delivered for each CVR. The Issuers shall bear interest at promptly mail a brief summary of the rate foregoing certificate to each Holder. (d) Subject to adjustment pursuant to Section 3.1(j) and subject to Section 3.1(k), upon the consummation of 7 1/2% per annum a Disposition, the Issuers shall pay (providedin the manner provided in Section 3.7) to each Holder for each CVR held by such Holder an amount, thatif any, as determined by the Issuers, by which the Discounted Target Price exceeds the greater of (i) the amount of cash received for each share of Common Stock by the holders thereof as a result of the Disposition, plus the fair market value, as determined in good faith by an Independent Financial Expert, of the non-cash consideration, if any, received for each such share by the holders thereof as a result of such Disposition, assuming that such holder did not exercise any right of appraisal granted under law with respect to such Disposition, and (ii) the Minimum Price (the "Disposition Payment"). Such determination by the Issuers and such Independent Financial Expert absent manifest error shall be final and binding on the Issuers and the Holders. Such payment shall be made on the date (the "Disposition Payment Date") established by the Issuers, which in no event shall be more than 30 days after the date on which the Disposition was consummated. (e) The Issuers shall promptly give the Rights Agent an Officer's Certificate describing in reasonable detail the material terms of any Disposition, the amount of the Disposition Payment and the Disposition Payment Date. The Issuers shall promptly mail a brief summary of the foregoing certificate to each Holder. (f) If the closing prices of the Common Stock during 20 of any 30 consecutive Trading Days in the Valuation Period are greater than the Target Price, the CVRs will automatically be extinguished without further consideration or action by the Issuers or the Holders (the "Automatic Extinguishment"); provided that the Issuers shall (i) promptly prepare an Officers' Certificate stating that an Automatic Extinguishment has occurred and briefly stating the facts accounting for such Automatic Extinguishment, (ii) promptly file with the Rights Agent a copy of such certificate and (iii) promptly mail a brief summary thereof to each Holder. The closing price for each Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Charter Amendment has shares of Common Stock are not been Duly Adopted listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system or as quoted by the Charter Amendment DeadlineNasdaq National Market with respect to securities listed or admitted to trading on another national securities exchange or quoted by the Nasdaq National Market, respectively, or if the shares of Common Stock are not listed or admitted to trading on any national securities exchange or quoted by the Nasdaq National Market, the interest rate 30 applicable last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by The Nasdaq Stock Market or such other quotation system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Issuers. (g) In the event the fair market value of any non-cash consideration received in a Disposition by holders of Common Stock is determined in good faith by an Independent Financial Expert, the Issuers shall cause the Independent Financial Expert to deliver to the principal amount Issuers, with a copy to the Rights Agent, a value report (the "Value Report") stating the methods of valuation considered or used and containing a statement as to the nature and scope of the Securities examination or investigation upon which the determination of value was made. The Rights Agent shall make available a copy of the Value Report to each Holder who requests such Value Report. The determination in good faith of the Independent Financial Expert as set forth in the Value Report absent manifest error shall be increased final and binding on the Issuers and the Holders. (h) Notwithstanding any provision of this Agreement or the CVRs to 121/2% from and after the Charter Amendment Deadline until contrary, other than in the date case of interest on the Charter Amendment Default Amount, no interest shall accrue on any amounts payable on the CVRs to any Holder. (i) In the event that the Issuers determine in good faith that no amount is Duly Adopted, whereupon it shall revert payable on the CVRs to 71/2% for the periods thereafter), from and including Holders on the Original Issuance Maturity Payment Date or from and including the most recent Interest Disposition Payment Date to which interest has been paid or duly provided forDate, as the case may be, payable quarterly on February 1the Issuers shall give to the Rights Agent and each Holder prompt notice of such determination. Upon making such determination, May 1absent manifest error, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled terminate and become null and void and the Holders thereof shall have no further rights with respect thereto. The failure to receive Special Interest give such notice or any defect therein shall not affect the validity of such determination. (j) In the event that the Company shall at any time or from time to time to time, (v) pay a dividend or make a distribution on the extent provided outstanding shares of Common Stock, (w) subdivide the outstanding shares of Common Stock into a larger number of shares, (x) combine the outstanding shares of Common Stock into a smaller number of shares, (y) issue any shares of its capital stock in the Securities. The principal a reclassification of and premiumits Common Stock, if anyor (z) consummate a Nondisposition Event then, and interest on in each such case, the Securities shall be payable at Target Price, the office or agency of Minimum Price, the Company maintained for such purpose pursuant to Section 1002; provided, however, that at Common Stock Value and the option of the Company payment of interest Discounted Target Price in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.effect

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000Indenture, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304this Indenture, 305is limited to $50,000,000; provided, 306that subject to applicable law, 906the maximum aggregate principal amount of the Notes hereunder may be increased from time to time, 1302 if, when and as authorized by a Board Resolution and upon delivery to the Trustee of a Company Order. Unless the context otherwise requires, Original Notes and the Exchange Notes of like tenor and terms shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or 1405 and except for Additional Securitiesother Act of the Holders. The Securities Notes shall be known and designated as the "7 1/27.25% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2034" of the Company. Their Stated Maturity shall be April 30November 15, 2012 2034, and they shall bear interest at the rate of 7 1/27.25% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date November 16, 2004 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, 15 and November 115, commencing August 1May 15, 19992005, until and excluding such date on which the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders All amounts payable in respect of the Securities Notes shall also be entitled to receive Special Interest from time to time to made in United States dollars. Payment of the extent provided in the Securities. The principal of and premium, if anyof, and interest on on, the Securities Notes shall be payable made, subject to surrender of the Note in the case of payment of principal at the office or agency of the Company maintained for such that purpose pursuant to Section 1002; providedin The City of New York, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or in such other manner as may be mutually acceptable to the Company and the Trustee; provided, however, upon written request by any Holder given to the Trustee not later than 15 days prior to the Stated Maturity of principal or interest, payment of principal or interest due at the Stated Maturity may be made, subject to surrender of the Note in the case of payment of principal, by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto pursuant to Section 3.09. The Securities shall be redeemable as As provided in Article XI. The Securities shall 11, the Notes may not be subordinated redeemed, in right of payment to the prior payment whole or in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase part, at the option of either the Company or any Holder as provided in Article XIVprior to the Stated Maturity. The provisions for Defeasance of the Notes under Section 12.02 and Covenant Defeasance of the Notes under Section 12.03, apply to the Notes. The Notes shall rank pari passu with other existing and future unsecured senior indebtedness of the Company.

Title and Terms. (a) The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant 17,922,080. (b) Subject to Section 3043.16, 305, 306, 906, 1302 or 1405 and except for Additional the Securities. The Securities shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their ' Stated Maturity shall be April 30August 2, 2012 and they 2029. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at the rate of 7 1/2% a per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable equal to the principal amount of the Securities shall be increased to 121/29.875% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly AdoptedAugust 2, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date 1999 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth in Section 3.12), in arrears, on February 1March 31, May 1June 30, August 1, September 30 and November 1December 31 of each year, commencing August 1September 30, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued Interest will compound quarterly and will accrue at a per annum rate equal to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time 9.875% to the extent provided permitted by applicable law, on any interest installment in the Securities. arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company Paying Agent in the United States maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) if to a Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the Trustee not later than 15 calendar days prior to the date on which the interest is payable, at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. The . (e) Securities may be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Securities shall be redeemable as provided in Article XI. The Securities Depository Trust Company. (f) The securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities Notes shall be known and designated as the "7 1/2“11.0% Convertible Junior Subordinated Debentures Senior Notes Due 2012" 2015” of the CompanyCo-Issuers. Their The Stated Maturity of the Notes shall be April 30November 1, 2012 2015, and they the Notes shall bear interest at the rate of 7 1/211.0% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, November 1 and November 1 in each year beginning November 1, commencing August 12008, 1999and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on April 15 and October 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any), interest and interest Special Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose pursuant to Section 1002; providedin The City and State of New York or, however, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest and Special Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York shall be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 202, except for Securities authenticated 312 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“8.875% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2024” of the CompanyIssuer. Their The Stated Maturity of the Notes shall be April 30September 1, 2012 2024, and they the Notes shall bear interest at the rate of 7 1/28.875% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February March 1, May 1, August 1, 2017 and November 1, commencing August 1, 1999semi-annually thereafter on March 1 and September 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on February 15 and August 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Company maintained for such purpose pursuant to Issuer set forth in Section 1002; provided302, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the Depository. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to $100,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesa supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "7 1/2“5.875% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2024” of the Company. Their The Stated Maturity of the Notes shall be April 30May 15, 2012 2024, and they the Notes shall bear interest at the rate of 7 1/2% per annum (providedset forth below from May 12, that2016, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on November 15, payable quarterly 2016 and semi-annually thereafter on February 1, May 1, August 1, 15 and November 1, commencing August 1, 199915 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the May 1 and November 1 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any), Additional Interest, if any, and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedor, however, that at the option of the Company Company, payment of interest in cash may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest and Additional Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest and Additional Interest, if any, with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Person entitled thereto as Company maintained for such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVpurpose.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited Unless otherwise provided in a supplemental indenture with respect to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for any Additional Securities. The : (i) the Securities shall be known and designated as the "7 1/23/4% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2010" of the Company. Their , and (ii) the Stated Maturity of the Securities shall be April 30December 15, 2012 2010, and they interest on the Securities shall bear interest accrue at the rate of 7 1/23/4% per annum (provided, thatplus Additional Interest, if any, from the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount date of issuance of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, August 1, June 15 and November 1December 15 in each year, commencing August 1June 15, 19992003, until the principal thereof is paid or made available duly provided for. Unless otherwise specified herein, the Original Securities, any Registered Additional Securities (including any Series B Additional Securities) and any Series A Additional Securities will be treated as one class and are together referred to as the "Securities." The Original Securities, the Registered Additional Securities (including any Series B Additional Securities) and the Series A Additional Securities rank pari passu in right of payment with each other. Unless otherwise specified in a supplemental indenture with respect to any Additional Securities, any Additional Securities issued pursuant to this Indenture shall vote as a class with other Securities issued pursuant to this Indenture, and otherwise be treated as Securities for paymentpurposes of this Indenture. Each payment Any issuance of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Additional Securities shall also be entitled subject to receive Special Interest from time to time to the extent provided in the SecuritiesSection 10.08. The principal of and of, premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002purpose; provided, however, that at the option of the Company payment interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. If any of the Securities are held by the Depositary, payments of interest in cash may be made by check mailed wire transfer to the address of Depositary. The Trustee is hereby initially designated as the Person entitled thereto as such address shall appear in the Security RegisterPaying Agent under this Indenture. The Securities shall be redeemable as provided in Article XIEleven. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIITwelve. The Securities shall be convertible as provided in Article XIIIare entitled to the benefits of the Guarantees by each Guarantor. The aggregate principal amount of Securities shall which may be subject to repurchase at the option of the Holder as provided in Article XIVauthenticated and delivered under this Indenture is unlimited.

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000200,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 9069.6 or 11.8, 1302 Exchange Securities or 1405 and except for Additional Securitiesin connection with an Offer to Purchase pursuant to Sections 10.19 or 10.21. Subject to Section 3.5, the Securities will be represented by one or more Global Securities in the name of the Depositary or its nominee. The Securities shall be known and designated as the "7 1/2__% Convertible Junior Subordinated Debentures Due Senior Notes due 2012" of the Company. Their Stated Maturity shall be April 30December 1, 2012 and they shall bear interest at the rate of 7 1/29 5/8% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date November 27, 2002 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May 1, August 1, June 1 and November December 1, commencing August June 1, 19992003, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002and at any other office or agency maintained by the Company for such purpose; provided, however, provided that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding any other provision of this Section 3.1, if the Securities are in the form of one or more Global Securities, immediately available funds for the payment of the principal of (and premium, if any) and interest on the Securities due on any Interest Payment Date or at Maturity, as the case may be, will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Depositary on such respective dates. The Depositary will allocate and pay such funds to the owners of beneficial interests in the Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 10.19 or 10.21. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIEleven. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVTwelve. The Securities do not have the benefit of any sinking fund obligations. The Initial Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated November 22, 2002, among the Company, X.X. Xxxxxx Securities Inc. and the other initial purchasers named therein. The Initial Securities will be resold initially only to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Initial Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, including appropriate legends as set forth in Section 3.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a temporary global Security (the "Temporary Regulation S Global Note"), without interest coupons. Beneficial interest in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set forth in Section 3.1(c) (the "Permanent Regulation S Global Note" and, together with the Temporary Regulations Global Note, each a "Regulation S Global Note") within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 3.13. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Article Three for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream"). Prior to the 40th day after the later of the commencement of the offering of the Initial Securities and the date on which the Initial Securities are originally issued (such period through and including such 40th day, the "Restricted Period"), interests in the Temporary Regulation S Global Note may only be held through Euroclear or Clearstream (as indirect participants in DTC) unless exchanged for interests in a Global Security in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in DTC's system. Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers' securities accounts in the depositaries' names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set in Section 3.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 3.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in the City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth in Section 2.2. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Section 2.2 are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“7.125% Convertible Junior Subordinated Debentures Senior Notes Due 2012" 2030” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30November 15, 2012 2030, and they the Notes shall bear interest at the rate of 7 1/27.125% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable commencing on November 15, payable quarterly 2024 and semi-annually thereafter in arrears on February 1, May 1, August 1, 15 and November 1, commencing August 1, 199915 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the May 1 and November 1 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000200,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 308, 906, 1302 1015, 1016 or 1405 and except for Additional Securities1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Notes shall be known and designated as the "7 1/29.35% Convertible Junior Senior Subordinated Debentures Notes Due 20122007" and the Exchange Notes shall be known and designated as the "9.35% Series B Senior Subordinated Notes Due 2007" of the Company. Their Stated Maturity shall be April 30December 15, 2012 2007, and they shall bear interest at the rate of 7 1/29.35% per annum (providedfrom December 2, that1997, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, August 1, June and November 1December in each year, commencing August 1June 15, 19991998, until the principal thereof is paid or made available for payment. Each payment duly provided for, to the Person in whose name the Note (or any predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business on the May 31 or November 30 next preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesDate. The principal of (and premium, if any), and interest on the Securities Notes shall be payable payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose pursuant to Section 1002; providedpurposes (which initially shall be the office of the Trustee located at One Xxxxxxx Xxxxx, however00xx Xxxxx, that Xxx Xxxx, Xxx Xxxx 00006) or, at the option of the Company payment of Company, interest in cash may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Register; provided that all payments with respect to the U.S. Global Note and the Certificated Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Notes issued in connection with the Security RegisterExchange Offer will be treated as a single class of securities under this Indenture. The Securities Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVEleven.

Title and Terms. The Notes shall be issued in one series and shall be known and designated as the "53/8% Senior Notes due 2006" of the Company. The aggregate principal amount of Securities which the Notes that may initially be authenticated and delivered under this First Supplemental Indenture is limited to $100,000,000550,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 906, 1302 306 or 1405 and except for Additional Securities906 of the Existing Indenture or Article Two of this First Supplemental Indenture. The Securities Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP number and terms as to status, redemption or otherwise as the Notes, in which event such notes, the Original Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Stated Maturity of the Notes shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their Stated Maturity shall be April 30November 15, 2012 2006, and they shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this First Supplemental Indenture. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the rate option of 7 1/2% per annum (provided, that, if a Holder thereof. The Notes shall be redeemable at the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount election of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided forCompany, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid a whole or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to in part at the extent provided times and at the prices specified in the Securitiesform of Note set forth in Section 2.3 of this First Supplemental Indenture. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase at the option defeasance and discharge provisions of Section 1302 of the Holder Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Upon their original issuance, the Notes shall be issued in the form of one or more Global Notes, as provided in this First Supplemental Indenture, registered in the name of The Depository Trust Company, as Depositary, or its nominee and deposited with the Trustee, as custodian for The Depository Trust Company, for credit by The Depository Trust Company to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Global Notes shall bear the legends provided for in the form of Note contained in Section 2.2 of this First Supplemental Indenture and may be exchanged in whole or in part for Notes registered, and transfers of Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall have the benefit of the covenants set forth in Article XIVThree of this First Supplemental Indenture, in addition to the covenants set forth in Article Ten of the Existing Indenture. Unless the context otherwise requires, the Original Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Existing Indenture.

Title and Terms. (a) The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited originally to $100,000,000250,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 3043.5, 3053.6, 3063.7, 906, 1302 9.6 or 1405 and except for Additional Securities. 11.8. (b) The Securities Notes shall be known and designated as the "7 1/2“7.85% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2010” of the CompanyCorporation. Their Stated Maturity shall be April August 30, 2012 2010, and they shall bear interest at the rate of 7 1/27.85% per annum (providedfrom August 28, that2000, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 128, May 1, 2001 and semi-annually thereafter on February 28 and August 1, 30 in each year and November 1, commencing August 1, 1999at said Stated Maturity, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securities. for. (c) The principal of (and premium, if any, ) and interest (and Additional Amounts and Additional Amounts (U.S.), if any) on the Securities Notes shall be payable at the office or agency of the Company Corporation maintained for such purpose pursuant to Section 1002; providedin Calgary, Alberta, provided however, that at the option of the Company payment of Corporation, interest in cash may be made paid (i) by check cheque mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Note Register or (ii) by wire transfer to an account maintained by the payee located in Canada if appropriate wire transfer instructions have been received in writing by the Security RegisterTrustee not less than 15 days prior to such Stated Maturity. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. (d) The Securities Notes shall be redeemable as provided in Article XI. The Securities 11. (e) Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued from time to time by the Corporation without notice to or consent of the Holders and shall be subordinated in right of payment consolidated with and form a single series with the Notes initially issued and shall have the same terms as to status, redemption or otherwise as the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XIINotes originally issued. The Securities Any Additional Notes shall be convertible as provided in Article XIII. The Securities shall be subject issued with the benefit of an indenture supplemental to repurchase at the option of the Holder as provided in Article XIVthis Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesunlimited. The Initial Securities shall be known and designated as the "7 1/210.50% Convertible Junior Subordinated Debentures Due 2012Senior Notes due February 1, 2010" and the Exchange Securities shall be known and designated as the "10.50% Senior Exchange Notes due February 1, 2010". The Stated Maturity of the Company. Their Stated Maturity Securities shall be April 30February 1, 2012 2010, and they shall bear interest at the rate of 7 1/210.50% per annum (providedfrom August 1, that2002, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on, payable quarterly on February 1, May 12003, and semi-annually thereafter on February 1 and August 1, in each year and November 1, commencing August 1, 1999, at said Stated Maturity until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent duly provided in the Securitiesfor. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York (which shall be the Corporate Trust Office of the U.S. Trustee, unless the Company shall designate and maintain some other office or agency for such purpose), or at such other office or agency of the Company as may be maintained for such purpose in lawful money of the United States of America; provided, however, that that, at the option of the Company payment of Company, interest in cash may be made paid to Holders by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be redeemable subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1012 and 1014. Additional Securities (including Additional Securities which may be issued in exchange for Series A Notes) ranking pari passu with the Securities issued the date hereof may be created and issued from time to time by the Company without notice to or the consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that, the Company's ability to issue Additional Securities shall be subject to the Company's compliance with Section 1008. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture or pursuant to an Officers' Certificate. Such Officers' Certificate shall state that the Additional Securities are issued pursuant to this Indenture. The Securities shall not be redeemable, other than as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIIIEleven. The Securities shall be subject to repurchase defeasance at the option of the Holder Company as provided in Article XIVFour.

Title and Terms. The Notes shall be issued in one series and shall be known and designated as the "67/8% Senior Notes due 2031" of the Company. The aggregate principal amount of Securities which the Notes that may initially be authenticated and delivered under this Third Supplemental Indenture is limited to $100,000,000450,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 906, 1302 306 or 1405 and except for Additional Securities906 of the Existing Indenture or Article Two of this Third Supplemental Indenture. The Securities Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP number and terms as to status, redemption or otherwise as the Notes, in which event such notes, the Original Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Stated Maturity of the Notes shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their Stated Maturity shall be April 30November 15, 2012 2031 and they shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this Third Supplemental Indenture. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the rate option of 7 1/2% per annum (provided, that, if a Holder thereof. The Notes shall be redeemable at the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount election of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided forCompany, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid a whole or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to in part at the extent provided times and at the prices specified in the Securitiesform of Note set forth in Section 2.3 of this Third Supplemental Indenture. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase at the option defeasance and discharge provisions of Section 1302 of the Holder Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Upon their original issuance, the Notes shall be issued in the form of one or more Global Notes, as provided in this Third Supplemental Indenture, registered in the name of The Depository Trust Company, as Depositary, or its nominee and deposited with the Trustee, as custodian for The Depository Trust Company, for credit by The Depository Trust Company to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Global Notes shall bear the legends provided for in the form of Note contained in Section 2.2 of this Third Supplemental Indenture and may be exchanged in whole or in part for Notes registered, and transfers of Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall have the benefit of the covenants set forth in Article XIVThree of this Third Supplemental Indenture, in addition to the covenants set forth in Article Ten of the Existing Indenture. Unless the context otherwise requires, the Original Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Existing Indenture.

Title and Terms. (a) The aggregate principal amount number of Securities CVR Certificates which may be authenticated and delivered under this Indenture Agreement is limited to $100,000,000__________, except for Securities CVRs authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities CVRs pursuant to Section 304, 305, 306, 906, 1302 306 or 1405 and except for Additional Securities606 of this Agreement. The Securities Company will not issue any fractional CVRs, and in lieu thereof, will make a pro rata cash payment in an amount equivalent to the fair market value of any fraction of a CVR due under the Merger Agreement. (b) The CVRs shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012Contingent Value Rights" of the Company. Their Stated Maturity Company and shall be April 30unsecured obligations of the Company that rank equally with all other unsecured obligations of the Company and the Holders shall have no rights except for those rights explicitly provided for herein and shall not, 2012 by virtue of their ownership of CVRs have any of the rights of a shareholder of the Company. (c) Subject to adjustment pursuant to Section 301(k) and they subject to Section 301(l), the Company shall bear interest at the rate of 7 1/2% per annum (provided, thatpay to each Holder, if in Cash, on the Charter Amendment has not been Duly Adopted by third Business Day following the Charter Amendment DeadlineMaturity Date, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and or if in Stock, as promptly as practicable after the Charter Amendment Deadline until the date the Charter Amendment is Duly AdoptedMaturity Date, whereupon it shall revert to 71/2% for the periods thereafter)each CVR held by such Holder, from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of and premiuman amount, if any, as determined by the Company, by which the Target Price exceeds the greater of (i) the Current Market Value and interest (ii) the Minimum Price. Such determinations by the Company absent manifest error shall be final and binding on the Securities Company and the Holders. Not later than the second Business Day after the Maturity Date, the Company shall (x) prepare and file with the Trustee a certificate setting forth such determinations (including, if the amount payable is to be paid in Stock, the Company's calculation of the amount of Stock to be paid) and the facts accounting for such determinations and (y) mail to each Holder a brief summary of such certificate, stating whether the amount payable will be paid in Cash or Stock, and indicating the locations at which CVRs may be presented for payment. (d) The Company may redeem all, but not less than all, of the CVRs at any time upon not less than 30 Business Days notice at a price per CVR (the "Early Redemption Price") equal to the difference between the Target Price and the Current Market Value as at the Early Redemption Determination Date, discounted from the Maturity Date to the Early Redemption Payment Date at a per annum rate of 6% (an "Early Redemption"). The Early Redemption Price shall be payable at the office or agency of by the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided Company's sole discretion either in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash (i) Cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.(ii)

Title and Terms. The aggregate principal amount of Securities ---------------- Debentures which may be authenticated and delivered under this Indenture is limited to (a) $100,000,00025,000,000 plus (b) such aggregate principal amount (which may not exceed $3,750,000 principal amount) of Debentures as shall be purchased by the underwriters pursuant to the overallotment option provided in the Underwriting Agreement dated as of , 1995, between the Company and Unterberg Harris, as representative of the underwriters, except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Section 3043.04, 3053.05, 3063.06, 9069.06, 1302 11.08, 12.02 or 1405 and except for Additional Securities14.02(c). The Securities Debentures shall be known and designated as the "7 1/2" % Convertible Junior Subordinated Debentures Due 20122005" of the Company. Their Stated Maturity shall be April 30, 2012 2005, and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date , 1995, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly semiannually on February 1, May 1, August 1, and November 1, commencing August 1, 19991996, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities. The principal of (and premium, if any, ) and interest on the Securities Debentures shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in the City of New York and at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of -------- ------- interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Debenture Register. The Securities Debentures shall be redeemable as provided in Article XI. The Securities Debentures shall be convertible into Common Stock of the Company as provided in Article XII. The Debentures shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Debentures shall be become subject to a Holder's right of repurchase at in the option event of the Holder a Change in Control as provided in Article XIV.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“8.625% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2025” of the CompanyIssuer. Their The Stated Maturity of the principal of Notes shall be April 30December 1, 2012 2025, and they the Notes shall bear interest at the rate of 7 1/28.625% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February June 1, May 1, August 1, 2018 and November 1, commencing August 1, 1999semi-annually thereafter in arrears on June 1 and December 1 of each year, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding business (if applicable) on the May 15 and November 15 (whether or not a Business Day) immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent maintained for such purpose pursuant to as set forth in Section 1002; provided3.02, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The Subject to Section 3.03, the Trustee shall authenticate Original Securities for original issue on the date of this Indenture in the aggregate principal amount of Securities which may be authenticated and delivered under $325,000,000. With respect to any securities issued after the date of this Indenture is limited to $100,000,000, (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Original Securities pursuant to this Indenture), there shall be established in or pursuant to a resolution of the Board of Directors of the Company, and subject to Section 3043.03, 305set forth, 306or determined in the manner provided in an Officers' Certificate, 906or established in one or more indentures supplemental hereto, 1302 or 1405 and except for prior to the issuance of such Securities ("Additional Securities"): (1) the aggregate principal amount of such Additional Securities that may be authenticated and delivered under this Indenture; (2) the issue price and issuance date of such Additional Securities that may be authenticated and delivered under this Indenture; and (3) that such Additional Securities shall be issuable in the same form as the then Outstanding Securities and having the same terms (other than with respect to transfer restrictions and registration rights) as the then Outstanding Securities and the same depositaries. The Original Securities shall be known and designated as the "7 1/29 7/8% Convertible Junior Subordinated Debentures Due 2012Senior Notes due 2010" and the Exchange Securities shall be known and designated as the "9 7/8% Series B Senior Notes due 2010," in each case, of the Company. Their Stated Maturity shall be April 30February 1, 2012 2010 and they shall bear interest at the rate of 7 1/29 7/8% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter)annum, from and including the Original Issuance Date August 1, 2003 or from and including the most recent Interest Payment Date to which interest has been paid in cash or duly provided for, as the case may be, payable quarterly semi-annually on February 1, May and August 1 commencing on February 1, August 12004, to the Holders of record on the immediately preceding January 15 and November 1, commencing August 1, 1999July 15, until the principal thereof is paid or made available for payment. Each ; provided, however, that the Original Securities shall be subject to the payment of interest shall include interest accrued to but excluding Liquidated Damages, if any, as set forth in the Registration Rights Agreement. The Liquidated Damages, if any, so payable, and punctually paid or duly provided for in respect of any Security, on any Interest Payment Date shall, as provided in this Indenture and the Registration Rights Agreement, be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which payment is to shall be madeJanuary 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The Holders Accrued Liquidated Damages, if any, shall be paid in cash in arrears semi-annually on February 1 and August 1, in each year and the amount of accrued Liquidated Damages shall be determined on the basis of the Securities shall also be entitled to receive Special Interest from time to time to the extent number of days actually elapsed and computed as provided in the SecuritiesSection 3.11. The principal of (and premium, if any, ) and interest (and Liquidated Damages, if any), on the Securities shall be payable at the Corporate Trust Office or at the office or agency of the Company in the City and State of New York maintained for such purpose pursuant to Section 1002purpose; provided, however, that at the option of the Company payment of interest in cash and Liquidated Damages, if any, may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding the foregoing, if a Holder has given wire transfer instructions to the Company, the Company shall pay all principal, interest, premium, if any, and Liquidated Damages, if any, on that Holder's Securities in accordance with those instructions. The Securities shall be subject to repurchase by the Company pursuant to an offer to purchase the securities as provided in Sections 10.14 and 10.16. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right subject to defeasance at the option of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness Company as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesunlimited. The Securities aggregate principal amount of Original Notes issued hereunder shall be $190,000,000. Additional Notes may be issued from time to time, subject to the limitations set forth in Section 1010 hereof. The Initial Notes shall be known and designated as the "7 1/2“8% Convertible Junior Subordinated Debentures Due 2012" Senior Notes due 2016” and the Exchange Notes shall be known and designated as the “8% Series B Senior Notes due 2016,” in each case, of the Company. Their The Stated Maturity of the Notes shall be April 30December 1, 2012 2016 and they shall bear interest at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from as set forth in Section 204 hereof and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the SecuritiesNotes. The principal of and Principal of, premium, if any, interest and interest Liquidated Damages, if any, on the Securities shall Notes will be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; providedpurpose, however, that or at the option of the Company Company, payment of Liquidated Damages, if any, or interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security Registerregister of Holders of Notes or by wire transfer to an account maintained by the payee located in the United States; provided that all payments of principal, premium, if any, interest and Liquidated Damages, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Until otherwise designated by the Company, the Company’s office or agency will be the office of the Trustee at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article XI. The Securities shall be subordinated Eleven and in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVNotes.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $100,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202, 312 and delivered upon registration 1011 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1302 or 1405 and except for Additional Securitiesthe same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "7 1/2“6.000% Convertible Junior Subordinated Debentures Senior Unsecured Notes Due 2012" 2022” of the CompanyIssuer. Their The Stated Maturity of the Notes shall be April 301, 2012 2022, and they the Notes shall bear interest at the rate of 7 1/26.000% per annum (providedfrom the Issue Date, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February October 1, May 1, August 1, 2014 and November 1, commencing August 1, 1999semi annually thereafter on April 1 and October 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment. Each payment and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of interest shall include interest accrued to but excluding the business on March 15 and September 15 immediately preceding such Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent provided in the Securities(each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Company maintained for such purpose pursuant to Issuer set forth in Section 1002; provided302, howeveror, that at the option of the Company Issuer, payment of interest in cash may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided, however, that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the Depository. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article XIEleven. The Securities shall be subordinated in right due and punctual payment of payment principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option extent set forth herein, by each of the Holder as provided in Article XIVGuarantors.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000175,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 906, 1302 1015, 1018 or 1405 and except for Additional Securities1108. The Securities shall be known and designated as the "7 1/2__________% Convertible Junior Senior Subordinated Debentures Due 2012Notes due 2001" of the Company. Their The Stated Maturity of the Securities shall be April 30____________, 2012 2001, and they the Securities shall bear interest at the rate of 7 1/2_________ % per annum (providedfrom ___________, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date 1993 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1___________, May 11994 and semi-annually thereafter on____________ and _____________, August 1, and November 1, commencing August 1, 1999in each year, until the principal thereof is paid or made available for paymentduly provided for. Each payment of Subject to Article Twelve, interest shall include on any overdue principal, interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time (to the extent provided in the Securitieslawful) or premium, if any, shall be payable on demand. The principal of and of, premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that at the option of the -------- ------- Company payment of interest in cash may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be redeemable at the option of the Company as provided in Article XIEleven. At the election of the Company, the entire indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIVTwelve.

Title and Terms. The Notes shall be issued in one series and shall be known and designated as the "7 3/8% Senior Notes due 2013" of the Company. The aggregate principal amount of Securities which the Notes that may initially be authenticated and delivered under this Sixth Supplemental Indenture is limited to $100,000,0001,000,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 906, 1302 306 or 1405 and except for Additional Securities906 of the Existing Indenture or Article Two of this Sixth Supplemental Indenture. The Securities Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP number and terms as to status, redemption or otherwise as the Notes, in which event such notes and the Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Stated Maturity of the Notes shall be known and designated as the "7 1/2% Convertible Junior Subordinated Debentures Due 2012" of the Company. Their Stated Maturity shall be April 30February 1, 2012 2013, and they shall bear interest and have such other terms as are described in Sections 2.2 and 2.3 of this Sixth Supplemental Indenture. The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the rate option of 7 1/2% per annum (provided, that, if a Holder thereof. The Notes shall be redeemable at the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount election of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided forCompany, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is paid a whole or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to in part at the extent provided times and at the prices specified in the Securitiesform of Note set forth in Section 2.3 of this Sixth Supplemental Indenture. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities Notes shall be subject to repurchase at the option defeasance and discharge provisions of Section 1302 of the Holder Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Upon their original issuance, the Notes shall be issued in the form of one or more Global Notes, as provided in this Sixth Supplemental Indenture, registered in the name of The Depository Trust Company, as Depositary, or its nominee and deposited with the Trustee, as custodian for The Depository Trust Company, for credit by The Depository Trust Company to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Global Notes shall bear the legends provided for in the form of Note contained in Section 2.2 of this Sixth Supplemental Indenture and may be exchanged in whole or in part for Notes registered, and transfers of Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall have the benefit of the covenants set forth in Article XIVThree of this Sixth Supplemental Indenture, in addition to the covenants set forth in Article Ten of the Existing Indenture. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof.