Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof320.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “8% Senior Subordinated Notes Due 2011" 2014” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8% per annum and will be payable semiannually semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1October 15, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2213, 2003, 2004; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damageson, if any, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose (each, a "which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 There shall be known and a series of Securities designated as the "10_% 6.20% Senior Notes Due 2011due 2012" of the IssuersCompany. The final Their Stated Maturity of the Notes shall be May 1June 15, 20112012, and they shall bear interest at the rate of 6.20% per annum. Interest on the Outstanding principal amount Securities of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and this series will be payable semiannually in arrears semi-annually on May 1 June 15 and November 1 in December 15 of each year, commencing December 15, 2002, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on November 1, 2003, any Interest Payment Date will be paid to Holders the Person in whose name the Securities of record this series (or one or more Predecessor Securities) is registered at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day). Interest on , as the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for orcase may be, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The Issuers aggregate principal amount of Securities of this series which may be authenticated and delivered under this Fourteenth Supplemental Indenture is initially limited to $350,000,000, except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305 and 306 of the Indenture and except for any Securities of this series which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. Notwithstanding the foregoing, the Company may from time to time, without notice to or consent of the registered holders of the Securities issue further Securities ("Additional Securities"). The Additional Securities will pay rank equal with the Securities in all respects (or in all respects other than the payment of interest on overdue principal and, accruing prior to the extent lawfulissue date of the Additional Securities, on overdue installments or except for the first payment of interest (including interest to be paid in following the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess issue date of the interest rate referred to aboveAdditional Securities). The Additional Securities may be consolidated and form a single series with the Securities and may have the same terms as to status, redemption, or otherwise, as the Securities. The Securities of this series will be represented by two or more Global Securities representing the entire $350,000,000 aggregate principal ofamount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. Xxx Xxxxx of Payment for the principal of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes Securities of this series shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in the City of Cincinnati, State of Ohio, maintained for that purpose (eachsuch purpose, a "Place which shall be the Corporate Trust Office of Payment") in the manner provided in Section 4.01(b)Trustee and at any other office or agency maintained by the Company for such purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 of this series are redeemable prior to maturity at the option of the Company as provided in this Fourteenth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in this Fourteenth Supplemental Indenture.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 700,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 700,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% 10 1/8% Senior Notes Due 20112008" of the Issuers. The final Stated Maturity of the Notes shall be May September 1, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 10 1/8% per annum and will be payable semiannually in arrears on May March 1 and November September 1 in each year, commencing on November March 1, 20032002, to Holders of record at the close of business on the immediately preceding April February 15, and October August 15, respectively (each such April February 15 and October August 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22August 24, 20032001, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22August 24, 20032001; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued under this Indenture are issued in respect thereof accordance with Section 3.03 hereof, as part of the same series as the Notes and pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none terms 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNote Purchase Agreement. The Notes shall be known and designated as the "10_% Senior “1.00% Exchangeable Notes Due 2011" due 2018” of the Issuers. The final Stated Maturity of the Notes shall be May June 1, 2011. Interest on 2018, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 1.00% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom the date of their issuance, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has payable on June 1 and December 1 in each year commencing on the first June 1 or December 1 to occur after the Notes have been paidissued and at said Stated Maturity, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note predecessor Note) is surrendered for exchange registered at the close of business on the May 15 and November 15 (whether or after not a record date for an Business Day) immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that such purpose (eachor, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuers, payment of interest may be made by check mailed or wire transfer to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may 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 account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of a Global Note or the trustee maintained for such purpose. The Notes shall be subject to repurchase as provided in Article Eleven 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 check mailed the Issuers are irrevocably and unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 There shall be known and a series of Securities designated as the "10_% 11% Senior Subordinated Notes Due 2011due 2005" of the IssuersCompany. The final Their Stated Maturity of the Notes shall be May 1December 15, 20112005, and they shall bear interest at the rate of 11% per annum. Interest on the Outstanding principal amount Securities of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and this series will be payable semiannually in arrears quarterly on May 1 March 15, June 15, September 15 and November 1 in December 15 of each year, commencing December 15, 2000 until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on November 1, 2003, any Interest Payment Date will be paid to Holders the Person in whose name the Securities of record this series (or one or more Predecessor Securities) is registered at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"Date for such interest, which shall be the March 1, June 1, September 1 or December 1 (whether or not a Business Day). Interest on , as the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for orcase may be, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of next preceding such Interest Payment Date. The Issuers will pay interest In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on overdue principal anda Business Day, to the extent lawful, on overdue installments payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this First Supplemental Indenture is limited to $32,000,000 (including interest plus such additional aggregate principal amount, not to be paid exceed $4,800,000, of Securities issued to cover over-allotments in the form initial public offering of Additional Dividend the Securities) except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305 and 306 of the Indenture and except for any Securities of this series which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. The Securities of this series will be represented by one or more global Securities representing the entire $32,000,000 (plus such additional aggregate principal amount, not to exceed $4,800,000, of Securities issued to cover over-allotments in the initial public offering of the Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess aggregate principal amount of the interest rate referred Securities of this series, and the Depositary with respect to abovesuch global Security or global Securities will be The Depository Trust Company. The Place of Payment for the principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes Securities of this series shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in the City of New York, State of New York, maintained for that purpose (eachsuch purpose, a "Place which shall be the Corporate Trust Office of Payment") in the manner provided in Section 4.01(b)Trustee and at any other office or agency maintained by the Company for such purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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; and provided further, that at the option of the Company payment may be made by wire transfer of immediately available funds with respect to principal of and interest and premium on the Securities of this series the Holders of which shall have provided wire transfer instructions to the Company or the Payment Agent, if any. The Securities of this series are not redeemable prior to March 15, 2003. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be applicable to the Securities of this series. The Securities of this series are not subject to conversion rights and Article Fifteen of the Indenture shall not be applicable to Securities of this series. The Securities of this series are subject to the provisions of Article Eight, Article Ten, Article Eleven, Article Thirteen and Article Sixteen of the Indenture.

Title and Terms. The aggregate principal amount of Notes that Securities which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus ___in principal amount of Securities and any Additional Dividend Notes PIK Securities issued in respect thereof connection therein, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 4.08)3.3, but may be increased3.4, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.033.5, 3.6, 3.7, 3.8, 9.6, 10.12, 10.13 or 11.8. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 Securities shall be known and designated as the "10_% Senior “135/8%/12% [Senior] [Junior] Subordinated Toggle Notes Due 2011" due 2013” of the IssuersCompany. The final Stated Maturity of the Notes Securities shall be May 1___, 20112013. Interest The Company shall pay interest on the Outstanding principal amount of Notes will accruethe Securities at its option, subject (i) entirely in cash or (ii) entirely by increasing the principal amount of the outstanding Securities or by issuing PIK Securities (“PIK Interest”), provided that the Company may pay Cash Interest only if the Company has EBITDA (excluding the impact of non-cash revenues until received) for the four full fiscal quarters for which financial results are available immediately preceding the relevant Interest Payment Date exceeding $200.0 million, and the Company and its consolidated subsidiaries have, after giving effect to Section 3.11such Cash Interest payment, at $75 million of (a) combined unrestricted cash and cash equivalents, plus (b) then unrestricted borrowing availability under the rate of 10_% per annum and will be payable semiannually Credit Agreement. The Company shall pay interest, annually in arrears on May 1 and November 1 in of each year, commencing on November 1or if any such day is not a Business Day, 2003, to Holders of record at the close of business on the immediately preceding April 15next succeeding Business Day (each, and October 15, respectively (each such April 15 and October 15, a "Regular Record an “Interest Payment Date"”). Interest on the Original Notes Securities will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003Issue Date; provided that if any Note is surrendered for exchange on or after a record date for an the first Interest Payment Date that will occur on or after the date of such exchangeshall be , interest 2008. Cash Interest on the Note received in exchange thereof Securities will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 112% per annum in excess and PIK Interest on the Securities will accrue at a rate of the interest rate referred to above135/8% per annum. The principal of, and premium, if any, and interest and Liquidated Damageson, if any, on the Notes Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee) or at such other office or agency of the Issuers as may be maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)such purpose; provided, however, that, under the circumstances set forth in Section 4.01(b), that payment of interest and Liquidated Damages on a Note may be made by wire transfer at the option of immediately available funds to the account specified by the Holder of a Global Note or Company by check mailed to the address addresses of the Person entitled thereto as such address addresses shall appear on the Security Register. For all purposes hereunder, the Securities and the PIK Securities, if any, will be treated as one class and are together referred to as the “Securities.” For purposes of this Indenture, all references to “principal amount” of the Securities shall include any increase in the Registerprincipal amount of the Securities as a result of PIK Payment. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. 38 Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall not be entitled to the benefits of any sinking fund. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 There shall be known and a series of Securities designated as the "10_% 6.75% Senior Notes Due 2011due 2012" of the IssuersCompany. The final Their Stated Maturity of the Notes shall be May 1April 15, 20112012, and they shall bear interest at the rate of 6.75% per annum. Interest on the Outstanding principal amount Securities of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and this series will be payable semiannually in arrears semi-annually on May 1 April 15 and November 1 in October 15 of each year, commencing October 15, 2002, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on November 1, 2003, any Interest Payment Date will be paid to Holders the Person in whose name the Securities of record this series (or one or more Predecessor Securities) is registered at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"Date for such interest, which shall be the April 1 or October 1 (whether or not a Business Day). Interest on , as the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for orcase may be, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of next preceding such Interest Payment Date. The Issuers will pay interest In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on overdue principal anda Business Day, to the extent lawful, on overdue installments payment of interest (including interest to or principal otherwise payable on such date need not be paid in made on such day, but may be made on the form of Additional Dividend Notes) next succeeding Business Day with the same force and overdue amounts of Liquidated Damages, effect as if any, at a rate of 1% per annum in excess made on such Interest Payment Date or the maturity date of the interest rate referred to aboveSecurities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Thirteenth Supplemental Indenture is limited to $500,000,000, except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305 and 306 of the Indenture and except for any Securities of this series which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. The Securities of this series will be represented by two or more Global Securities representing the entire $500,000,000 aggregate principal amount of the Securities of this series, and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Place of Payment for the principal of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes Securities of this series shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in the City of Cincinnati, State of Ohio, maintained for such purpose, which shall be the Corporate Trust Office of the Trustee and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that purpose (each, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), Company payment of interest and Liquidated Damages 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 of this series are redeemable prior to maturity at the option of the Company as provided in this Thirteenth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in this Thirteenth Supplemental Indenture. ARTICLE FOUR

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof200.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “67/8% Senior Notes Due 2011" 2012” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112012. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 67/8% per annum and will be payable semiannually semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1October 15, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2213, 2003, 2004; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damageson, if any, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose (each, a "which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “6.56 % Senior Notes Due 2011" due 2041” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on March 22, subject to Section 3.11, at 2041 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 6.56% per annum from March 21, 2011 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually on March 22 and September 22 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no in equal installments, except for the first interest has been paid, from April payment in the amount of $13,191,890.41 payable on September 22, 20032011, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 7 or September 7 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$400,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)[ ], but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof[ ]. 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 Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “[ ] Senior Notes Notes, Due 2011" 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011[ ]. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% % per annum and will be payable semiannually in arrears on May 1 [ ]and November 1 [ ] in each year, commencing on November 1, 2003[ ], to Holders of record at the close of business on the immediately preceding April 15, [ ] and October 15[ ], respectively (each such April 15 [ ] and October 15, [ ] a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003the Issue Date, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of 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 or 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 Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of up to $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof2,500.0 million. All the Original The 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “12.0% Senior Cash Pay Notes Due 2011" due 2014” of the IssuersCompany. The final Stated Maturity of the Notes shall be May September 1, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually semi-annually in arrears on May March 1 and November September 1 in each year, commencing on November March 1, 20032008, to Holders holders of record at the close of business on the immediately preceding April 15, February 15 and October August 15, respectively (each such April February 15 and October August 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22August 30, 20032007, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest Interest on overdue the Outstanding principal and, to amount of the extent lawful, on overdue installments of interest (including interest to be paid in Notes shall accrue at the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 112.0% per annum and shall be payable entirely in excess cash. Payment of the interest rate referred to above. The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall will be payable made at the Corporate Trust Office of the Trustee, or at such other office or agency of the Issuers Company maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified designated to the Company by the Holder of a Global Note Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “3.65% Senior Notes Due 2011" due 2027” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on March 31, subject to Section 3.11, at 2027 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 3.65% per annum from March 31, 2020 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually on March 31 and September 30 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidin equal installments, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$1,500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof200.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “101/4% Senior Notes Due 2011" due 2019” of the Issuers. The final Stated Maturity of the Notes shall be May 1November 15, 20112019. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 101/4% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 1May 15, 20032010, to Holders holders of record at the close of business on the immediately preceding April 15, May 1 and October 15November 1, respectively (each such April 15 and October 15date, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 17, 2003, 2009; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof€290.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “2.625% Senior Notes Due 2011" 2029” of the IssuersCompany. The final Stated Maturity of the Notes shall be May February 1, 20112029. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 2.625% per annum and will be payable semiannually semi-annually in arrears on May February 1 and November August 1 in of each year, commencing on November August 1, 20032022, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15January 15 or July 15 (whether or not a Business Day), respectively (each such April January 15 and October or July 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers Company will pay interest on overdue principal andmaintain one or more Paying Agents for the Notes in London, to the extent lawfulUnited Kingdom. The Company will initially appoint Elavon Financial Services DAC, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) UK Branch as initial Paying Agent and overdue amounts of Liquidated DamagesElavon Financial Services DAC, if any, at a rate of 1% per annum in excess of the interest rate referred to aboveUK Branch hereby accepts such appointment. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in London, United Kingdom (eachwhich initially shall be office of the Paying Agent, a "located at 000 Xxx Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Holder entitled thereto as such address shall appear in the Note Register; provided, further, however, Notes represented by one or more Global Notes registered in the name or held by the Common Depositary or its nominee shall be made in accordance with Euroclear’s and/or Clearstream’s applicable procedures.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “6.68% Senior Notes Due 2011" due 2039” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing Holder thereof on November 14, 2003, to Holders of record at 2039 (the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 6.68% per annum from November 4, 2009 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually in equal installments on May 4 and November 4 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidcommencing on May 4, from April 222010, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the April 19 or October 19 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment except as otherwise provided herein, to any other covenant in the Indenture, and to the defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of interest the Company under the Notes shall be fully and Liquidated Damages unconditionally guaranteed on a Note may be made joint and several basis by wire transfer each of immediately available funds the Guarantors 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 extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any 400 million. Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “10% Senior Secured Notes Due 2011" due 2017” of the Issuers. The final Stated Maturity of the Notes shall be May 1July 15, 20112017. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 10.000% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May 1 January 15 and November 1 July 15 in each year, commencing com- mencing on November 1January 15, 2003, 2010 to Holders holders of record at the close of business on the immediately preceding April 15January 1 and July 1, and October 15respectively, respectively whether or not a Business Day (each such April 15 and October 15date, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22July 1, 2003, 2009; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof250.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “7.875% Senior Notes Due 2011" 2018” of the IssuersCompany. The final Stated Maturity of the Notes shall be May October 1, 20112018. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 7.875% per annum and will be payable semiannually semi-annually in arrears on May April 1 and November October 1 in each year, commencing on November April 1, 20032011, to Holders holders of record at the close of business on the immediately preceding April 15, and October March 15 or September 15, respectively (each such April March 15 and October or September 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400,000,000. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may 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 "10_% 9 3/4% Senior Subordinated Notes Due 20112008" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 15, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9 3/4% per annum and will be payable semiannually semi-annually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1December 15, 20031998, to Holders holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15December 1, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the date of issuance of such Additional Notes; provided, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") and, for so long as the Notes are listed on the Luxembourg Stock Exchange, Notes may be presented or surrendered for payment at an office or agency of the Company maintained for that purpose in the manner provided in Section 4.01(b)Luxembourg; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Register.the

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of up to $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes (except as otherwise provided in Section 902) for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8.5% Senior Notes Due 2011" due 2019” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 30, 20112019. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the a rate of 10_% 8.5% per annum and will be payable semiannually semi-annually in arrears on May 1 June 30 and November 1 December 31 in each year, commencing on November 1December 31, 20032011, to Holders holders of record at the close of business on the immediately preceding April 15, June 15 and October December 15, respectively (each such April June 15 and October December 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 11, 20032011, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess Payment of the interest rate referred to above. The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall will be payable made at the Corporate Trust Office of the Trustee, or at such other office or agency of the Issuers Company maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified designated to the Company by the Holder of a Global Note Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes will be issued in an aggregate principal amount of up to $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture1,650.0 million. The Notes shall be known and designated as the "10_% Senior “8.000% First Lien Secured Notes Due 2011" due 2027” of the IssuersCompany. The final Stated Maturity of the Notes shall be May April 1, 20112027. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the a rate of 10_% 8.000% per annum and will be payable semiannually semi-annually in arrears on May April 1 and November October 1 in each year, commencing on November October 1, 20032019 (each, an “Interest Payment Date”), to the Holders of record at the close of business on the immediately preceding April 15, March 15 and October September 15, respectively (each such April March 15 and October September 15, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22March 15, 20032019, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Regular Record Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess Payment of the interest rate referred to above. The principal of, (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable made, in the currency of the United States of America that at the time is legal tender for payment of public and private debts, at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (eachTrustee or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); providedCompany, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 RegisterRegister or, in accordance with arrangements satisfactory to the Paying Agent, by wire transfer to an account designated by the Holder.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300,000,000 million. All the Original The 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “8.750% Senior Secured Second Lien Notes Due 2011" due 2025” of the Issuers. The final Stated Maturity of the Notes shall be May 1April 30, 20112025. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8.750% per annum and will be payable semiannually semi-annually in arrears on May 1 April 30 and November 1 October 30 in each year, commencing on November 1October 30, 20032020, to Holders holders of record at the close of business on the immediately preceding April 15, 15 and October 15, respectively (each such April 15 and October 15, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes or, 2003if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount Principal Amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend [•], except for Notes issued authenticated and delivered upon registration or transfer of, or in respect thereof exchange for, or in lieu of, other Notes pursuant to Section 4.08)Sections 2.06, but may 2.07, 2.08, 5.06 and 10.06. The 2009 Notes shall be increased, subject to compliance with designated as “Floating Rate Senior Notes due 2009,” the covenants contained in Article 4 below 2011 Notes shall be designated as “[•]% Senior Notes due 2011” and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original 2016 Notes shall vote and consent together on all matters be designated as one class, and none of the Original “[•]% Senior Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 belowdue 2016.” The 2009 Notes, the Issuers may issue Additional 2011 Notes hereunder and the Issuers may be required to issue Additional Dividend 2016 Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as each represent a class with the other Notes and otherwise be treated as Notes for all purposes separate series of this IndentureNotes. The Notes of each series shall be known rank equally and designated as pari passu with the "10_% Senior Notes Due 2011" of each other series and with all other unsecured and unsubordinated debt of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum Principal Amount and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which accrued interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in The City of New York maintained for that such purpose (eachand at any other office or agency maintained by the Company for such purpose; provided that, a "Place of Payment") except in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder case of a Global Note or Note, the Company will pay interest (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the 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 calendar days prior to the interest payment date by the Person entitled thereto as specified in the Note Register. 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 2011 Notes or the 2016 Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If an interest payment date for the 2009 Notes falls on a day that is not a Business Day, the interest payment date shall be postponed to the next succeeding Business Day unless such next succeeding Business Day would be in the following month, in which case, the interest payment date shall be the immediately preceding Business Day. Interest on the Notes will be paid to but excluding the relevant interest payment date. The Notes shall not have the benefit of a sinking fund.

Title and Terms. The aggregate principal amount at maturity of Notes that Securities which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes 200,000,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in respect thereof exchange for, or in lieu of, other Securities pursuant to Section 4.083.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, but may be increasedin each case pursuant to a Board Resolution, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued , included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture200,000,000. The Notes Securities shall be known and designated as the "10_% 10 1/2% Senior Notes Due 2011due 2008" of the IssuersIssuer. The final Stated Maturity of the Notes Securities shall be May 1November 15, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, The Securities shall bear cash interest at the rate of 10_% 10 1/2% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15principal amount at maturity of the Notes, and October 15from December 8, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue 1998 or from the most recent date Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on May 15 and November 15, commencing May 15, 1999, until the principal thereof is paid or made available for orpayment; provided, however, with respect to Original Securities, if no interest there has been paida Registration Default, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that Step-Up will occur on or after and the date of such exchange, interest on Original Securities will from then bear Special Interest to but excluding the Note received in exchange thereof will accrue from the date of such Interest Payment Step-Down Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated DamagesAccrued Special Interest, if any, at a rate shall be paid in cash in arrears semi-annually on May 15 and November 15 in each year, and the amount of 1% per annum in excess accrued Special Interest shall be determined on the basis of the interest rate referred number of days actually elapsed. With respect to aboveGlobal Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of, of and premium, if any, and interest and Liquidated Damages, if any, on the Notes Securities shall be payable at the Corporate Trust Office or corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at such any other office or agency of maintained by the Issuers maintained Issuer for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)such purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Issuer payment of interest and Liquidated Damages 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 subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes 600 million, 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “10.5% Senior Subordinated Notes Due 2011" due 2016” of the IssuersCompany. The final Stated Maturity of the Notes shall be May January 1, 20112016. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 10.5% per annum and will be payable semiannually semi-annually in arrears on May January 1 and November July 1 in each year, commencing on November July 1, 20032006, to Holders holders of record at the close of business on the immediately preceding April 15, December 15 and October June 15, respectively (each such April December 15 and October June 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22December 21, 2003, 2005; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof175,000,000. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may 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 "10_% 7-1/2% Senior Subordinated Notes Due 20112013" of Select Medical Escrow prior to the IssuersSelect Medical Escrow Merger, and of the Company following the Select Medical Escrow Merger. The Company shall provide written notice of the Assumption to the Holders of the Notes promptly following such Assumption. The final Stated Maturity of the Notes shall be May August 1, 20112013. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 7-1/2% per annum and will be payable semiannually semi-annually in arrears on May August 1 and November February 1 in each year, commencing on November February 1, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, July 15 and October January 15, respectively (each such April July 15 and October January 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of 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 or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) maintained for that purpose in the Borough of Manhattan, The City of New York (each, a the "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) payment of interest and Liquidated Damages 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 Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)900,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law; provided that the aggregate principal amount of Senior Secured Notes outstanding at any time shall not exceed $1.9 billion. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof900,000,000. 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 covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% 9 5/8% Senior Notes Secured Notes, Series A, Due 20112007" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 20112007. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 9 5/8% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 20031999, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, 15 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 17, 20031999, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of 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 or 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 Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “3.750% Senior Notes Due 2011" 2030” of the IssuersCompany. The final Stated Maturity of the Notes shall be May February 1, 20112030. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 3.750% per annum and will be payable semiannually semi-annually in arrears on May February 1 and November August 1 in of each year, commencing on November August 1, 20032022, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15January 15 or July 15 (whether or not a Business Day), respectively (each such April January 15 and October or July 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Holder entitled thereto as such address shall appear in the Note Register; provided, further, however, Notes represented by one or more Global Notes registered in the name or held by DTC or its nominee shall be made in accordance with DTC’s applicable procedures.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof650.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “81/4% Senior Notes Due 2011" due 2021” of the Issuers. The final Stated Maturity of the Notes shall be May February 1, 20112021. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 81/4% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May February 1 and November August 1 in each year, commencing on November August 1, 20032011, to Holders holders of record at the close of business on the immediately preceding April 15, January 15 and October July 15, respectively (each such April 15 and October 15date, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22January 19, 2003, 2011; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “Floating Rate Senior Notes Due 2011" due 2018” of the IssuersIssuer. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on July 6, subject to Section 3.11, at 2018 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at an annual rate of interest for the applicable Interest Period equal to the Three-Month CDOR Rate plus 0.80% per annum from July 6, 2015 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for for. Such interest shall be payable quarterly on January 6, April 6, July 6 and October 6 of each year (or, if no interest has been paidsuch date is not a Business Day, from April 22the Modified Following Business Day (each such date, 2003an Interest Payment Date for purposes of this Supplemental Indenture)), and interest commencing on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from October 6, 2015 until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the tenth (10th) Business Day immediately preceding such Interest Payment Date. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$200,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 502 hereof. Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued under the Indenture from time to time by the Issuer without notice to or consent of the Holders, subject to the Issuer complying with any applicable provision of the Indenture (“Additional Notes”). Any Additional Notes created and issued shall have the same terms and conditions as the Notes issued on the date hereof, except for their date of issue, issue price and, if applicable, offering price and first Interest Payment Date. Any Additional Notes having such similar terms, together with the Notes issued on the date hereof, shall constitute a single series of Notes under the Indenture. No Additional Notes may be issued if an Event of Default has occurred with respect to the Notes. The Notes shall be unsecured, unsubordinated obligations of the Issuer ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Issuer. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Issuer will, on each Interest Determination Date, determine the Three-Month CDOR Rate for the applicable Interest Period and notify the Trustee of such applicable Three-Month CDOR Rate. All percentages resulting from any calculation of the interest rate on the Notes will be rounded to the nearest one hundred-thousandth of a percentage point with five one millionths of a percentage point rounded upwards, and all Canadian dollar amounts used in or resulting from such calculation on the Notes will be rounded to the nearest cent (with one-half cent being rounded upward). Each calculation of the interest rate on the Notes by the Issuer will (in the absence of manifest error) be final and binding on the Holders and the Trustee. Upon request from any Holder of Notes, the Issuer will provide the interest rate in effect for the Notes for the current Interest Period. The Issuer shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at the Corporate Trust Office or at such other office or agency option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Five hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages 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 defeasance and discharge provisions set forth in the RegisterArticle Three thereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “4.00% Senior Notes Due 2011" due 2022” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on June 6, subject to Section 3.11, at 2022 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 4.00% per annum from June 4, 2012 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually on June 6 and December 6 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no in equal installments, except for the first interest has been paidpayment in the amount of $20.2191780833 per $1,000 principal amount of Notes payable on December 6, from April 222012, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the May 22 or November 21 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$600,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)278,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 matter278,000,000. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Initial Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 11 1/8% Senior Notes Due 2011Secured Notes, due 2012" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 15, 20112012. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 11.125% per annum and will be payable semiannually in arrears on May 1 January 15 and November 1 July 15 in each year, commencing on November 1January 15, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15January 1 or July 1, respectively (each such April 15 and October 15, January 1 or July 1 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22July 2, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 20032002; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes will be issued in an aggregate principal amount of up to $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture1,600.0 million. The Notes shall be known and designated as the "10_% Senior “8.500% Second Lien Secured Notes Due 2011" due 2026” of the IssuersCompany. The final Stated Maturity of the Notes shall be May April 1, 20112026. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the a rate of 10_% 8.500% per annum and will be payable semiannually semi-annually in arrears on May April 1 and November October 1 in each year, commencing on November October 1, 20032018 (each, an “Interest Payment Date”), to the Holders of record at the close of business on the immediately preceding April 15, March 15 and October September 15, respectively (each such April March 15 and October September 15, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22March 19, 20032018, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Regular Record Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess Payment of the interest rate referred to above. The principal of, (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable made, in the currency of the United States of America that at the time is legal tender for payment of public and private debts, at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (eachTrustee or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); providedCompany, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 RegisterRegister or, in accordance with arrangements satisfactory to the Paying Agent, by wire transfer to an account designated by the Holder.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “6.11% Senior Notes Due 2011" due 2040” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on August 25, subject to Section 3.11, at 2040 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 6.11% per annum from August 25, 2010 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually in equal installments on February 25 and August 25 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidcommencing on February 25, from April 222011, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the February 10 or August 10 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$800,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters accordance with Section 303 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “6.500% Senior Notes Due 2011" due 2028” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 18, 2011. Interest on 2028, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 6.500% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom July 18, commencing on November 12023, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for oron the Notes. Interest on the Notes is payable semi-annually on January 18 and July 18 of each year, if no interest has been paidcommencing on January 18, from April 222024 and at the applicable Stated Maturity, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal of such Note is paid or duly provided for orand to the Person in whose name such Note (or any Predecessor Note), if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange registered at the close of business on or after a record date for an January 3 and July 3 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachwithin the City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may 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 account 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 Global Note or Change in Control pursuant to Section 1016. The Notes shall be redeemable as provided in Article Eleven. If the Notes are guaranteed, the due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably and unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof250.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “4.875 % Senior Notes Due 2011" 2022” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1November 15, 20112022. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 4.875% per annum and will be payable semiannually semi-annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 1May 15, 20032015, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15May 1 or November 1, respectively (each such April 15 and October 15May 1 or November 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture, from time to time after the date hereof, is unlimited. The initial aggregate principal amount of Notes to be issued under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)208,105,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and Company may, without notice to or consent together on all matters as one class, and none of the Original Notes will have Holders of or the right to vote or consent as a class separate from one another on any matter. Subject owners of the beneficial interests in the Outstanding Notes, issue additional Notes, subsequent to the covenants contained in Article 4 belowdate hereof, having the Issuers may issue Additional same ranking, interest rate, maturity or other terms of the Notes hereunder and then Outstanding. Any such additional notes issued could be considered part of the Issuers may be required to issue Additional Dividend same series of Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of under this Indenture. The Notes shall be known and designated Indenture as the "10_% Senior Notes Due 2011" of the Issuersthen Outstanding. The final Stated Maturity of the Notes shall be May December 1, 20112013. The Notes shall bear interest (other than Additional Interest) at the rate of 7% per annum, from the Issue Date or from the most recent Interest Payment Date to which interest has been paid, as the case may be. Additional Interest on the Notes will accrue from and including the date on which any Registration Default first occurs, and while any such Registration Default has occurred and is continuing, to but excluding the date on which all Registration Defaults have been cured as provided for in the Registration Rights Agreement. Additional Interest will accrue at the rate of 0.25% per annum during the 90-day period immediately following the occurrence of a Registration Default, and while any Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults until the date on which all Registration Defaults have been cured as provided for in the Registration Rights Agreement. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears semi-annually on May June 1 and November 1 December 1, in each year, commencing on November June 1, 20032004, to the Holders of record at the close of business on the immediately preceding April May 15, and October November 15, respectively (each respectively, immediately preceding such April 15 and October 15Interest Payment Dates, a "Regular Record Date"). Interest on until the Original Notes will accrue from the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest for. Interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchangeoverdue principal, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, (to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and or premium, if any, and interest and Liquidated Damagesshall be payable on demand. At the election of the Company, if any, the entire Indebtedness on the Notes shall be payable at the Corporate Trust Office or at such other office or agency certain of the Issuers maintained for that purpose (each, a "Place Company’s obligations and covenants and certain Events of Payment") in the manner Default thereunder may be defeased as provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 RegisterArticle Four.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of up to $450,000,000 plus the aggregate amount of any 757,002,000. Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes (except as otherwise provided in Section 902) for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “14.875% Senior Notes Due 2011" due 2020” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1October 12, 20112020. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the a rate of 10_% 14.875% per annum and will be payable semiannually semi-annually in arrears on May 1 April 12 and November 1 October 12 in each year, commencing on November 1October 12, 20032012, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2212, 20032012, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay For any semi-annual period ending on or prior to October 12, 2017, interest on overdue the Outstanding principal andamount of the Notes shall be payable entirely by increasing the principal amount of the Outstanding Notes (“PIK Interest”). PIK Interest shall be payable on the related Interest Payment Date by increasing the principal amount of the Outstanding Notes by an amount equal to the amount of PIK Interest for the applicable semi-annual interest period (a “PIK Payment”), as hereinafter provided. On the Interest Payment Date for such PIK Payment, the principal amount of each Note shall be increased by the amount of the PIK Interest payable, rounded up to the nearest $1.00, for the relevant semi-annual interest period on the principal amount of such Note as of the relevant Regular Record Date for such Interest Payment Date, to the extent lawfulcredit of the Holders of such Notes on such Regular Record Date, on overdue installments pro rata in accordance with their interests, automatically without any further action by any Person. In the case of interest (including interest to the Global Notes, such increase in principal amount shall be paid recorded in the form of Additional Dividend Notes) Note Registrar’s books and overdue amounts of Liquidated Damagesrecords and in the schedule to the Global Notes in accordance with this Indenture. Alternatively, if anythe Company may elect, at its option, to issue a rate of 1% per annum in excess new Note or new Notes having a principal amount equal to the amount of the interest rate referred to abovePIK Payment, in accordance with Section 303. The Company shall notify the Note Registrar of the amount of PIK Interest due on any Interest Payment Date on or prior to such Interest Payment Date. For any semi-annual interest period starting on or after October 12, 2017, interest on the Outstanding principal of, amount of the Notes shall be payable entirely in cash (“Cash Interest”). Payment of the principal of (and premium, if any, ) and interest and Liquidated Damages, if any, (including Cash Interest) on the Notes shall will be payable made at the Corporate Trust Office of the Trustee, or at such other office or agency of the Issuers Company maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b)option of the Company, payment of interest and Liquidated Damages on a Note Cash Interest may be made by wire transfer of immediately available funds to the account specified designated to the Company by the Holder of a Global Note Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. References in this Indenture and the Notes to the “principal amount” of the Notes shall include increases in the principal amount of the Notes as a result of any PIK Payment.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof425.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “9.50% Senior Subordinated Notes Due 2011" 2013” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1August 15, 20112013. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.50% per annum and will be payable semiannually semi-annually in arrears on May 1 February 15 and November 1 August 15 in each year, commencing on November 1February 15, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, February 1 and October 15August 1, respectively (each such April 15 February 1 and October 15August 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “3.700% Senior Notes Due 2011" due 2049” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing Holder thereof on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively 2049 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 3.700% per annum from November 12, 2019 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on May 15, 2020 and semi-annually thereafter on May 15 and November 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. If an Interest Payment Date falls on a day that is not a Business Day, then payment will be made on the next succeeding Business Day without any additional interest accruing between the Interest Payment Date and the day payment is actually made. The Regular Record Date for the interest payable on any Interest Payment Date shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$1,000,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof250 million. All the Original The 9.75% Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 9.75% Notes shall be known and designated as the "10_% “9.75% Senior Notes Due 2011" due 2020” of the Issuers. The final Stated Maturity 9.75% Notes will mature on March 15, 2020. Each 9.75% Note will bear interest at a rate per annum of the Notes shall be May 1, 20119.75%. 50 Interest on the Outstanding principal amount of 9.75% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the September 1 and March 1 immediately preceding April 15, and October 15, respectively the interest payment date (each such April 15 September 1 and October 15March 1, a "“Regular Record Date"”), on September 15 and March 15 of each year, commencing March 15, 2012. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22October 3, 2003, 2011; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date (or October 3, 20032011 if no Interest Payment Date has occurred) immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof425.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “4.75 % Senior Notes Due 2011" 2021” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112021. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 4.75% per annum and will be payable semiannually semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1October 15, 20032013, to Holders holders of record at the close of business on the immediately preceding April 15, and 1 or October 151, respectively (each such April 15 and 1 or October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding Oustanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend 300,000,000, except for Notes issued authenticated and delivered upon registration of transfer thereof, or in respect thereof exchange for, or in lieu of, other Notes pursuant to Section 4.083.04, 3.05, 3.06, 3.12(c), but may be increased3.12(d), subject to compliance with the covenants contained in Article 4 below 3.13(1)(c), 9.06 and the conditions set forth in Section 3.0310.08. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof150,000,000. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may 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 "10_% 13 3/8% Senior Subordinated Notes Due 2011due 2009" of the IssuersCompany. The final Stated Maturity of the Notes shall be May December 1, 20112009. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 13 3/8% per annum and will be payable semiannually semi-annually in arrears on May June 1 and November December 1 in each year, commencing on November June 1, 20032000, to Holders holders of record at the close of business on the immediately preceding April 15, May 15 and October November 15, respectively (each such April May 15 and October November 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the date of issuance of such Additional Notes; provided, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York or the corporate trust office of an affiliate of the Paying Agent in New York City (each, a the "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Note Register, or, if a Holder has given wire instructions to the Company, by wire transfer to a United States dollar account maintained by the Holder with a bank located in New York City.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “5.38% Senior Notes Due 2011" due 2019” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing Holder thereof on November 14, 2003, to Holders of record at 2019 (the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.38% per annum from November 4, 2009 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually in equal installments on May 4 and November 4 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidcommencing on May 4, from April 222010, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the April 19 or October 19 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment except as otherwise provided herein, to any other covenant in the Indenture, and to the defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of interest the Company under the Notes shall be fully and Liquidated Damages unconditionally guaranteed on a Note may be made joint and several basis by wire transfer each of immediately available funds the Guarantors 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 extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of each series of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided that any Additional Dividend Notes of a series issued under this Indenture are issued in respect thereof pursuant to Section 4.08)accordance with Sections 2.02, but may be increased3.13 and 10.11 hereof, subject to compliance with as part of the covenants same series as the applicable series of the Initial Notes. The terms and provisions contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one classconstitute, and none of the Original Notes will have the right to vote or consent as are hereby expressly made, a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes 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 2023 Notes shall be known and designated as the "10_% “8.125% Senior Notes Due 2011" 2023” of the IssuersIssuer. The final Stated Maturity of the principal of 2023 Notes shall be May 1July 15, 2011. Interest on 2023, and the Outstanding principal amount of 2023 Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 8.125% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom the Issue Date, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, payable commencing on January 15, 2019 and semi-annually thereafter in arrears on January 15 and July 15 of each year, until the principal thereof is paid or duly provided for orand to the Person in whose name the 2023 Note (or any Predecessor Note) is registered at the close of business (if applicable) on the January 1 and July 1 (whether or not a Business Day) immediately preceding such Interest Payment Date (each, if no interest has been paida “Regular Record Date”). The 2026 Notes shall be known and designated as the “9.125% Senior Notes Due 2026” of the Issuer. The Stated Maturity of the principal of 2026 Notes shall be July 15, from April 22, 20032026, and the 2026 Notes shall bear interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue at the rate of 9.125% per annum from the Issue Date, or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, payable commencing on January 15, 2019 and semi-annually thereafter in arrears on January 15 and July 15 of each year, until the principal thereof is paid or duly provided for or, and to the Person in whose name the 2026 Note (or any Predecessor Note) is registered at the close of business (if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange applicable) on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment each Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office offices or at such other office or agency agencies of the Issuers Issuer maintained for that such purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances as set forth in Section 4.01(b)3.02, or, at the option of the Issuer, payment of interest and Liquidated Damages 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 Holders at their respective addresses set forth in the 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 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 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 Eleven. The due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that --------------- may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited by ----------- applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof175,000,000. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may 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 "10_% 9 1/2% Senior Subordinated Notes Due 20112009" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 15, 20112009. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9 1/2% per annum and will be payable semiannually semi-annually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1December 15, 20032001, to Holders holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15December 1, a "Regular Record Date"). ------------------- Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of 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 or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a the "Place of Payment") in the manner provided in Section 4.01(b); ---------------- provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may will be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof450.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8 3/4% Senior Notes Due 2011" due 2014” of the IssuersIssuer. The final Stated Maturity of the Notes shall be will mature on May 1, 20112014. Each Note will bear interest at a rate per annum equal to 8 3/4%. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 1515 (each, a "“Regular Record Date")”) immediately preceding the interest payment date, on May 1 and November 1 of each year, commencing November 1, 2007. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2220, 2003, 2007; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance under this Indenture rank pari passu with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be Notes, are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202, 312, 1011 and consent together on all matters as one class1012 hereof, and none of the Original Notes will have the right to vote or consent as form a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes (except that any series of Notes that is not fungible with the Initial Notes for U.S. Federal income tax purposes may be treated as Notes for all purposes of the provisions of this Indenture relating to transfer and 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 other identification number). Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "10_% “10.750% Senior Secured Junior Priority Notes Due 2011" due 2023” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 15, 20112023. Interest on the Outstanding principal amount of The Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearset forth below from June 25, commencing on November 12018, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor. Interest on the Notes is payable on January 15, if no interest has been paid2019 and semi-annually thereafter on January 15 and July 15 in each year and at said Stated Maturity, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note Predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the January 1 and July 1 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); providedCity of New York or, howeverat the option of the Company, that, under payments of interest may be made by check mailed to the circumstances Holders of the Notes at their respective addresses set forth in Section 4.01(b)the Note Register of Holders; provided that all payments of principal, payment premium, if any, and interest, if any, with respect to Notes represented by one or more global notes registered in the name of interest and Liquidated Damages on a Note may or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the account 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 Global Note or Change of Control pursuant to Section 1017. The 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 Eleven of this Indenture and Paragraph 6 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “4.300% Senior Notes Due 2011" due 2048” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April February 15, and October 15, respectively 2048 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 4.300% per annum from February 8, 2018 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on August 15, 2018 and semi−annually thereafter on February 15 and August 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be February 1 or August 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$750,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof500 million. All the Original The 5.50% Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 5.50% Notes shall be known and designated as the "10_% “5.50% Senior Notes Due 2011" due 2023” of the Issuers. The final Stated Maturity of the 5.50% Notes shall be May will mature on April 1, 20112023. Each 5.50% Note will bear interest at a rate per annum of 5.500%. Interest on the Outstanding principal amount of 5.50% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the March 15 and September 15 immediately preceding April 15, and October 15, respectively the Interest Payment Date (each such April March 15 and October September 15, a "“Regular Record Date"”), on April 1 and October 1 of each year, commencing October 1, 2013. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 223, 2003, 2013; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes (or April 223, 20032013, if no Interest Payment Date has occurred), or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “5.34 % Senior Notes Due 2011" due 2021” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on March 22, subject to Section 3.11, at 2021 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.34% per annum from March 21, 2011 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually on March 22 and September 22 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no in equal installments, except for the first interest has been paid, from April payment in the amount of $38,927,136.99 payable on September 22, 20032011, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 7 or September 7 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$1,450,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may will be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof450 million. All the Original The 9 5/8% Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 9 5/8% Notes shall be known and designated as the "10_% “9 5/8% Senior Notes Due 2011" due 2018” of the Issuers. The final Stated Maturity 9 5/8% Notes will mature on March 15, 2018. Each 9 5/8% Note will bear interest at a rate per annum of the Notes shall be May 1, 20119.625%. Interest on the Outstanding principal amount of 9 5/8% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the March 1 and September 1 immediately preceding April 15, and October 15, respectively the interest payment date (each such April 15 March 1 and October 15September 1, a "“Regular Record Date"”), on March 15 and September 15 of each year, commencing September 15, 2010. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22March 10, 2003, 2010; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof620 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 1/2% Senior Notes Due 2011due 2014" of the Issuers. The final Stated Maturity of the Notes shall be May December 1, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9 1/2% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May June 1 and November December 1 in each year, commencing on November June 1, 20032007, to Holders holders of record at the close of business on the immediately preceding April 15, May 15 and October November 15, respectively (each such April 15 and October 15date, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 27, 2003, 2006; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “5.45% Senior Notes Due 2011" due 2043” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November October 1, 2003, to Holders of record at 2043 (the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.45% per annum from October 2, 2013 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on April 1, 2014 and semi-annually thereafter on April 1 and October 1 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$650,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “5.00% Senior Notes Due 2011" due 2044” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April March 15, and October 15, respectively 2044 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.00% per annum from March 10, 2014 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on September 15, 2014 and semi-annually thereafter on March 15 and September 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$750,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount at maturity of Senior Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend 225,000,000, except for Senior Notes issued authenticated and delivered upon registration of transfer of, or in respect thereof exchange for, or in lieu of, other Senior Notes pursuant to Section 4.08)304, but may be increased305, subject 306, 307, 308, 906, 1015, 1016 or 1108, pursuant to compliance with the covenants contained in Article 4 below and the conditions set forth in an Exchange Offer or pursuant to Section 3.03312. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Senior Notes shall be known and designated as the "10_% 11f% Senior Secured Discount Notes Due 2004" and the Exchange Senior Notes shall be known and designated as the "11f% Series B Senior Secured Discount Notes Due 20112004" of the IssuersCompany. The final Their Stated Maturity of the Notes shall be May 1December 15, 20112004. Interest Based on the Outstanding principal amount of Notes issue price thereof, their yield to maturity is 11f%, calculated from December 15, 1997. Cash interest will accrue, subject to Section 3.11, at the rate of 10_% per annum and will not accrue or be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April Senior Notes prior to December 15, and October 152002. Thereafter, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest cash interest on the Original Senior Notes will accrue at a rate of 11f% per annum from December 15, 2002 or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable semiannually on June and December in each year, from April 22commencing June 15, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to abovefor. The principal of, of (and premium, if any), and interest and Liquidated Damages, if any, on the Senior Notes shall be payable payable, and the Senior Notes shall be exchangeable and transferable, at the Corporate Trust Office or at such other office or agency of the Issuers Company in The City of New York maintained for that purpose such purposes, (eachwhich initially shall be the office of the Trustee located at 000 Xxxxxxx Xxxxxx, a "Place New York, New York 10286 or, at the option of Payment") in the manner provided in Section 4.01(b); providedCompany, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Register. Senior Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Senior Notes issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Senior Notes shall be redeemable as provided in Article Eleven.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “5.65% Senior Notes Due 2011" due 2026” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on September 21, subject to Section 3.11, at 2026 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.65% per annum from September 21, 2023 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Subject to Section 114, such interest shall be payable semi-annually on March 21 and September 21 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidin equal installments, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 20 or September 20 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 504 hereof. Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, the date from which interest accrues and the first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in Article Four hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose Notes except as provided in Article Seven hereof. The Notes shall be subject to the covenants (eachand the related definitions) set forth in Article Nine of the Indenture (except those set forth in Section 906 thereof which is replaced by Section 605 of this Supplemental Indenture) and, a "Place of Payment") except as otherwise provided herein, to any other covenant in the manner provided Indenture and this Supplemental Indenture. The defeasance and discharge provisions set forth in Section 4.01(b)Article Three of the Indenture shall apply to the Notes as amended, supplemented or superseded by Article Nine hereof. The Notes shall be subject to the covenants in Article Seven of the Indenture; provided, however, that, with respect to the Notes and this Supplemental Indenture, clause (a)(1) of Section 701 of the Indenture shall be replaced with the following: “the Company shall be the continuing Person”. Certain obligations of the Company under the circumstances Notes shall be fully and unconditionally guaranteed by RCCI to the extent set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 RegisterArticle Eight hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)300,000,000, but may be increased, without limit, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300,000,000. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% 10-1/4% Senior Subordinated Notes Due 20112009" of the Issuers. The final Stated Maturity of the Notes shall be May 1February 15, 20112009. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 10-1/4% per annum and will be payable semiannually in arrears on May 1 February 15 and November 1 August 15 in each year, commencing on November 1August 15, 20031999, to Holders holders of record at the close of business on the immediately preceding April 15, February 1 and October 15August 1, respectively (each such April 15 February 1 and October 15August 1, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22February 25, 20031999, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of 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 or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to aboveabove and will pay interest on overdue installments of interest at such higher rate to the extent permitted by law. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300 million. All the Original The 4.875% Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 4.875% Notes shall be known and designated as the "10_% “4.875% Senior Notes Due 2011" due 2017” of the Issuers. The final Stated Maturity 4.875% Notes will mature on November 15, 2017. Each 4.875% Note will bear interest at a rate per annum of the Notes shall be May 1, 20114.875%. Interest on the Outstanding principal amount of 4.875% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the November 1 and May 1 immediately preceding April 15, and October 15, respectively the Interest Payment Date (each such April 15 November 1 and October 15May 1, a "“Regular Record Date"”), on November 15 and May 15 of each year, commencing May 15, 2013. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 8, 2003, 2012; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes otes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes (or November 8, 20032012, if no Interest Payment Date has occurred), or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that Securities which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes Original Securities will initially be issued in an aggregate principal amount of $450,000,000 plus 700,000,000, except for Additional Securities and Securities authenticated and delivered pursuant to Section 306. The Company may, without the aggregate consent of the Holders, create and issue Additional Securities ranking equally with the Securities and otherwise similar in all respects so that the Additional Securities shall be consolidated and form a single series with the Securities. The Trustee shall authenticate Additional Securities upon receipt of an Officers' Certificate, subject to Section 303, specifying the amount of any Additional Dividend Notes issued in respect thereofSecurities to be authenticated. 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 covenants contained in Article 4 below, the Issuers The Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes as another series of Securities Exchange Securities from time to time. Initial Additional Notes (including any time pursuant to an Exchange Notes issued Offer, in each case pursuant to a Authorizing Resolution, subject to Section 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange therefor) for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 309 and Additional Dividend Notes (including shall no longer be deemed Outstanding for any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturepurpose. The Notes Securities shall be known and designated as the "10_% 6.95% Senior Notes Due due 2011" of the IssuersCompany. The final Their Stated Maturity shall be June 15, 2011, and they shall bear interest from June 14, 2001, in the case of the Notes shall be May 1Original Securities, 2011. Interest on from the Outstanding principal amount date of Notes will accrueauthentication, subject to Section 3.11, at in the rate case of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15Additional Securities, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date Interest Payment Date to which interest on the Original Securities has been paid, in the case of the Exchange Securities and thereafter, in all cases from the most recent Interest Payment Date to which interest has been paid or duly provided for, at a per annum interest rate of 6.95%, until the principal thereof is paid or made available for orpayment; PROVIDED, HOWEVER, with respect to Original Securities, if no interest there has been paida Special Interest Payment Event, a Step-Up will occur and the Original Securities will from April 22such date bear Special Interest until the Step-Down Date. Accrued Special Interest, 2003if any, shall be paid in cash in arrears semi-annually on June 15 and December 15 in each year, and interest the amount of accrued Special Interest shall be determined on the basis of a 365-day year and the number of days actually elapsed. In connection with the cash payment of any Additional Notes and Additional Dividend Notes Special Interest, the Company shall notify the Trustee (and Exchange Notes issued in exchange thereforthe "Special Interest Notice") will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record before the later to occur of (i) the Regular Record Date preceding such payment of any Special Interest, and (ii) the date for an on which any such Additional Interest begins to accrue, of the amount of Special Interest to be paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date that will occur on or after during the period between the date on which the Special Interest Notice is given and the next Interest Payment Date, the Company shall so notify the Trustee and shall provide the Trustee with the revised amount of such exchange, interest Special Interest to be paid by the Company on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to If the extent lawful, on overdue installments of interest (including interest to be paid Securities are issued in the form of Additional Dividend Notes) a Global Security, payments of the principal of (and overdue amounts of Liquidated Damagespremium, if any) and interest on the Securities shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, at a rate the principal of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes Securities shall be payable at the Corporate Trust Office or corporate trust office of the Trustee in The City of New York, New York, maintained for such purpose and at such any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), Company payment of interest and Liquidated Damages 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 Eleven. The Securities shall not have the benefit of any sinking fund obligations.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters accordance with Section 202 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “7.375% Senior Secured Notes Due 2011" due 2025” of the IssuersCompany. The final Stated Maturity of the Notes shall be May June 1, 2011. Interest on 2025, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 7.35% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually semi-annually in arrears on May June 1 and November December 1 in each year, commencing on November December 1, 20032020, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to Holders of record the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding April 15, and October 15, respectively such Interest Payment Date (each such April 15 and October 15each, a "Regular “Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Issue Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachwithin the City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest and Liquidated Damages 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 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 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 Company, the Company’s office or agency in New York 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 Company to purchase their Notes, in whole or in part, in the Registerevent of a Change of Control Triggering Event pursuant to Section 1009. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend unlimited. The aggregate principal amount of Original Notes issued in respect thereof pursuant to Section 4.08), but hereunder shall be $150,000,000. Additional Notes may be increasedissued from time to time, subject to compliance with the covenants contained in Article 4 below and the conditions limitations set forth in Section 3.031010 hereof. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “7¼% Senior Subordinated Notes Due 2011" due 2012” and the Exchange Notes shall be known and designated as the “7¼% Series B Senior Subordinated Notes due 2012,” in each case, of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1December 15, 2011. Interest on the Outstanding principal amount of Notes will accrue2012, subject to Section 3.11, and they shall bear interest at the rate of 10_% 7¼% per annum annum, which rate may be increased in the event of a Registration Default pursuant to Section 5 of the Registration Rights Agreement dated December 29, 2004 by and will be payable semiannually in arrears on May 1 among the Company and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business parties named on the immediately preceding April 15signature pages thereof, and October 15from December 29, respectively (each such April 15 and October 152004, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no payable on June 15, 2001 and semi-annually thereafter on June 15 and December 15 in each year, until the principal thereof is paid in full and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the June 1 or December 1 immediately preceding such interest has been paidpayment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if for. Interest on any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchangeoverdue principal, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, (to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and or premium, if any, and shall be payable on demand. Principal of, premium, if any, interest and Liquidated Damages, if any, on the Notes shall will be payable at the Corporate Trust Office office or agency of the Company maintained for such purpose within the City and State of New York or at such other office or agency of the Issuers Company as may be maintained for that purpose (eachsuch purposes, a "Place or at the option of Payment") in the manner provided in Section 4.01(b); providedCompany, howeverpayment of liquidated damages, thatif any, under or interest may be made by check mailed to the circumstances Holders of the Notes at their respective addresses set forth in Section 4.01(b)the register 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, payment of premium, if any, interest and Liquidated Damages on a Note may 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 account accounts specified by the Holder 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 Global Note or Change of Control pursuant to Section 1016. The Notes shall be subject to repurchase by check mailed the Company pursuant to the address of the Person entitled thereto an Asset Sale Offer as such address provided in Section 1017. The Notes shall appear be redeemable as provided in Article Eleven and in the RegisterNotes. The Indebtedness evidenced by the Notes shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)1,000,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law; provided that the aggregate principal amount of Senior Secured Notes outstanding at any time shall not exceed $1.9 billion. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof1,000,000,000. 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 covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% 9 7/8% Senior Notes Secured Notes, Series B, Due 20112007" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 20112007. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 9 7/8% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 20031999, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, 15 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 17, 20031999, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of 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 or 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 Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof430.0 million. All the Original The 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “9.25% Senior Notes Due 2011" due 2014” of the Issuers. The final Stated Maturity of the Notes shall be May 1November 15, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.25% per annum and will be payable semiannually semi-annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 1May 15, 20032007, to Holders holders of record at the close of business on the immediately preceding April 15, May 1 and October 15November 1 , respectively (each such April 15 May 1 and October 15November 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 16, 2003, 2006; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “4.50% Senior Notes Due 2011" due 2043” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April March 15, and October 15, respectively 2043 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 4.50% per annum from March 7, 2013 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on September 15, 2013 and semi-annually thereafter on March 15 and September 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof500.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a single 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 "10_% “6.75% Senior Notes Due 2011" due 2019” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112019. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 6.75% per annum and will be payable semiannually payable, semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1April 15, 20032011, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the date hereof; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “5.90% Senior Notes Due 2011" due 2033” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on September 21, subject to Section 3.11, at 2033 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.90% per annum from September 21, 2023 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Subject to Section 114, such interest shall be payable semi-annually on March 21 and September 21 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidin equal installments, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 20 or September 20 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$1,000,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 504 hereof. Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, the date from which interest accrues and the first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in Article Four hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose Notes except as provided in Article Seven hereof. The Notes shall be subject to the covenants (eachand the related definitions) set forth in Article Nine of the Indenture (except those set forth in Section 906 thereof which is replaced by Section 605 of this Supplemental Indenture) and, a "Place of Payment") except as otherwise provided herein, to any other covenant in the manner provided Indenture and this Supplemental Indenture. The defeasance and discharge provisions set forth in Section 4.01(b)Article Three of the Indenture shall apply to the Notes as amended, supplemented or superseded by Article Nine hereof. The Notes shall be subject to the covenants in Article Seven of the Indenture; provided, however, that, with respect to the Notes and this Supplemental Indenture, clause (a)(1) of Section 701 of the Indenture shall be replaced with the following: “the Company shall be the continuing Person”. Certain obligations of the Company under the circumstances Notes shall be fully and unconditionally guaranteed by RCCI to the extent set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 RegisterArticle Eight hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “6.80% Senior Notes Due 2011" due 2018” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall be become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April August 15, and October 15, respectively 2018 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 6.80% per annum from August 6, 2008, or the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on February 15, 2009 and semi-annually thereafter on February 15 and August 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$1,400,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment except as otherwise provided herein, to any other covenant in the Indenture, and to the defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of interest the Company under the Notes shall be fully and Liquidated Damages unconditionally guaranteed on a Note may be made joint and several basis by wire transfer each of immediately available funds the Guarantors 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 extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that Securities which may be authenticated and delivered and Outstanding under this Indenture is initially limited to unlimited. On the Closing Date the Issuer shall issue $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an 325,000,000 aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All Securities (constituting the Original Notes shall vote Securities). The Issuer may from time to time issue Additional Securities, in each case pursuant to a Board Resolution and consent together on all matters as one classsubject to Section 303, and none provided that such issuance does not result in a breach or violation any 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 covenants contained in Article 4 below, the Issuers herein. The Issuer may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes Exchange Securities from time to time. Initial Additional Notes (including any time pursuant to an Exchange Notes issued Offer, in each case pursuant to a Board Resolution and subject to Section 303, in authorized denominations in exchange therefor) for a like principal amount of Original Securities or Additional Securities. Upon any such exchange the Original Securities or Additional Securities, as the case may be, shall be cancelled in accordance with Section 310 and Additional Dividend Notes (including shall no longer be deemed Outstanding for any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturepurpose. The Notes Securities shall be known and designated as the "10_% 10% Senior Discount Notes Due 2011due 2008" of the IssuersIssuer. The final Their Stated Maturity of the Notes shall be May 1March 15, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, 2008 and they shall bear interest at the rate of 10_% 10% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearannum, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April from March 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue 2003 or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidas the case may be, from April 22payable semi-annually in arrears on March 15 and September 15, commencing September 15, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided made available for orpayment. Notwithstanding the foregoing, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Special Interest Payment Date that will occur on or after the date of such exchange, interest shall be payable on the Note received in exchange thereof will accrue from Securities under the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid circumstances and in the form of Additional Dividend Notes) manner specified in the Exchange and overdue amounts of Liquidated DamagesRegistration Rights Agreement, which is hereby incorporated by reference herein and made a part hereof. Accrued Special Interest, if any, at a rate shall be paid in cash in arrears semi-annually on March 15 and September 15 in each year. Whenever in this Indenture there is mentioned, in any context, interest on, or in respect of, any Security, such mention shall be deemed to include mention of 1% per annum Special Interest to the extent that, in excess such context, Special Interest is, was or would be accrued or payable in respect thereof and express mention of the interest rate referred to aboveSpecial Interest in any provisions hereof shall not be construed as excluding Special Interest in those provisions hereof where such express mention is not made. The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes Securities shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Issuer in the Borough of Manhattan, The City of New York maintained for that such purpose (each, a "Place of Payment") in and at any other office or agency maintained by the manner provided in Section 4.01(b)Issuer for such purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Issuer payment of interest and Liquidated Damages 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 subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 1015 and 1016. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to defeasance and covenant defeasance as provided in Article Twelve. The Securities shall not have the benefit of any sinking fund obligation. Unless the context otherwise requires, the Original Securities, the Additional Securities and the Exchange Securities shall constitute one series for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders, redemption or Offer to Purchase.

Title and Terms. The Notes shall be entitled the “9.875% Senior Notes due 2025.” The Trustee shall authenticate and deliver on the Issue Date $600,000,000 in aggregate principal amount of the Initial Notes, upon delivery of an Issuer Order. The Trustee shall authenticate Additional Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited thereafter from time to $450,000,000 time for original issue in unlimited aggregate principal amount upon receipt of an Issuer Order (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.031108). The Initial Trustee shall also authenticate Exchange Notes will be issued thereafter from time to time for original issue in exchange for an aggregate equal principal amount of $450,000,000 plus Initial Notes or Additional Notes upon receipt of an Issuer Order. Any such Issuer Order shall also specify the aggregate amount date on which the original issue of Notes is to be authenticated, and, in relation to any Additional Dividend Notes or Exchange Notes, it shall also specify the principal amount thereof to be issued and, in respect thereof. All the Original Notes relation to any Additional Notes, it 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturecertify that such issuance is not prohibited by Section 1108. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May will mature on March 1, 20112025. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.875% per annum annum, and will be payable semiannually in arrears cash on each May 1 and November 1 in each year1, commencing on November 1, 20032018 in the case of the Initial Notes, to the Persons who are registered Holders of record Notes at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15 immediately preceding the applicable Interest Payment Date. Interest from November 1, 2024 to March 1, 2025 will be payable in cash on March 1, 2025, to the Persons who are registered Holders of Notes at the close of business on February 15, a "Regular Record Date")2025. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after including the date of such exchange, interest on issuance to but excluding the Note received in exchange thereof will accrue from the date of such actual Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at redeemable as provided in Article Twelve and subject to Legal Defeasance and Covenant Defeasance as provided in Article Fourteen. The Notes shall have such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") terms as are indicated in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.Annex A.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “5.80% Senior Notes Due 2011" due 2030” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on September 21, subject to Section 3.11, at 2030 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.80% per annum from September 21, 2023 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Subject to Section 114, such interest shall be payable semi-annually on March 21 and September 21 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidin equal installments, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 20 or September 20 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 504 hereof. Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, the date from which interest accrues and the first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in Article Four hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose Notes except as provided in Article Seven hereof. The Notes shall be subject to the covenants (eachand the related definitions) set forth in Article Nine of the Indenture (except those set forth in Section 906 thereof which is replaced by Section 605 of this Supplemental Indenture) and, a "Place of Payment") except as otherwise provided herein, to any other covenant in the manner provided Indenture and this Supplemental Indenture. The defeasance and discharge provisions set forth in Section 4.01(b)Article Three of the Indenture shall apply to the Notes as amended, supplemented or superseded by Article Nine hereof. The Notes shall be subject to the covenants in Article Seven of the Indenture; provided, however, that, with respect to the Notes and this Supplemental Indenture, clause (a)(1) of Section 701 of the Indenture shall be replaced with the following: “the Company shall be the continuing Person”. Certain obligations of the Company under the circumstances Notes shall be fully and unconditionally guaranteed by RCCI to the extent set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 RegisterArticle Eight hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)900,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof900,000,000. 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 Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “8 1/4% Senior Notes Notes, Due 2011" 2016” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1September 15, 20112016. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8 1/4% per annum and will be payable semiannually in arrears on May 1 March 15 and November 1 September 15 in each year, commencing on November 1March 15, 20032007, to Holders of record at the close of business on the immediately preceding April 15, March 1 and October 15September 1, respectively (each such April 15 March 1 and October 15, September 1 a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22September 20, 20032006, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of 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 or 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 Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may will be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400 million. All the Original The 8.25% Notes shall vote and consent together on all matters as one class, and 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 8.25% Notes shall be known and designated as the "10_% “8.25% Senior Notes Due 2011" due 2019” of the Issuers. The final Stated Maturity 8.25% Notes will mature on January 15, 2019. Each 8.25% Note will bear interest at a rate per annum of the Notes shall be May 1, 20118.25%. Interest on the Outstanding principal amount of 8.25% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the January 1 and July 1 immediately preceding April 15, and October 15, respectively the interest payment date (each such April 15 January 1 and October 15July 1, a "“Regular Record Date"”), on January 15 and July 15 of each year, commencing January 15, 2011. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22October 15, 2003, 2010; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may will be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof425.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “Senior Subordinated Notes Due 2011" due 2015” of the IssuersIssuer. The final Stated Maturity of the Notes shall be will mature on May 1, 20112015. Each Note will bear interest at a rate per annum equal to 10%. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 1515 (each, a "“Regular Record Date")”) immediately preceding the interest payment date, on May 1 and November 1 of each year, commencing November 1, 2007. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2220, 2003, 2007; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “3.625% Senior Notes Due 2011" due 2025” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April December 15, and October 15, respectively 2025 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 3.625% per annum from December 8, 2015 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on June 15, 2016 and semi−annually thereafter on June 15 and December 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be June 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$700,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend 141,557,000 in aggregate principal amount, except for Notes issued authenticated and delivered upon registration of transfer of, or in respect thereof exchange for, or in lieu of, other Notes pursuant to Section 4.08)3.03, but may be increasedSection 3.04, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class3.05, and none of the Original Notes will have the right to vote Section 3.06 or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% Senior Notes Due 2011" of the IssuersSection 9.06. The final Stated Maturity of the Notes shall be May October 1, 2011. Interest on the Outstanding principal amount of The Notes will accrue, subject to Section 3.11, shall bear interest (other than Additional Interest) at the rate of 10_% 9 7/8% per annum, from the Issue Date or from the most recent Interest Payment Date to which interest has been paid, as the case may be. Additional Interest on the Notes will accrue from and including the date on which any Registration Default first occurs, and while any such Registration Default has occurred and is continuing, to but excluding the date on which all Registration Defaults have been cured as provided in the Registration Rights Agreement. Additional Interest will accrue at the rate of 0.25% per annum during the 90-day period immediately following first occurrence of a Registration Default and while any Registration Default has occurred and is continuing and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to a maximum of 0.50% per annum with respect to all Registration Defaults until the date on which all Registration defaults have been cured as provided in the Registration Rights Agreement. Interest on the Notes will be payable semiannually in arrears semi-annually on May April 1 and November 1 October 1, in each year, commencing on November April 1, 20032002, to the Holders of record at the close of business on the immediately preceding April March 15, and October September 15, respectively (each respectively, immediately preceding such April 15 and October 15Interest Payment Dates, a "Regular Record Date"). Interest on until the Original Notes will accrue from the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest for. Interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchangeoverdue principal, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, (to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and or premium, if any, and interest and Liquidated Damagesshall be payable on demand. At the election of the Company, if any, the entire Indebtedness on the Notes shall be payable at the Corporate Trust Office or at such other office or agency certain of the Issuers maintained for that purpose (each, a "Place Company's obligations and covenants and certain Events of Payment") in the manner Default thereunder may be defeased as provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 RegisterArticle Four.

Title and Terms. The aggregate principal amount of --------------- Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03----------- limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof275,000,000. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may 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 "10_% 9 3/4% Senior Subordinated Notes Due 20112008" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 115, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9 3/4% per annum and will be payable semiannually semi- annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 115, 20031998, to Holders holders of record at the close of business on the immediately preceding April 15, May 1 and October 15November 1, respectively (each such April 15 May 1 and October 15November 1, a "Regular Record -------------- Date"). Interest on the Original Notes will accrue from the most recent date to ---- which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the date of issuance of such Additional Notes; provided, 2003; provided that if any Note is surrendered for exchange on or after a record date -------- for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a the "Place of -------- Payment") in the manner provided in Section 4.01(b); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of -------- ------- interest and Liquidated Damages 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 Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof750.0 million. All the Original The 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “6 7/8% Senior Notes Due 2011" due 2019” of the Issuers. The final Stated Maturity of the Notes shall be May 1November 15, 20112019. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 6.875% per annum and will be payable semiannually semi-annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 1May 15, 20032012, to Holders holders of record at the close of business on the immediately preceding April 15, May 1 and October 15November 1, respectively (each such April 15 May 1 and October 15November 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 8, 2003, 2011; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes or, 2003if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% Senior 5 1/2% Convertible Subordinated Notes Due 2011due 2007" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding aggregate principal amount of Notes will accruewhich may be authenticated and delivered under this Indenture is limited to $100 million ($120 million if the over-allotment option set forth in Section 2(c) of the Purchase Agreement is exercised in full), subject except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 3.112.7, 2.8, 2.9, 2.12, 7.5, 10.7, 11.1 or 12.2 hereof. The Notes shall be issuable in denominations of $1,000 or integral multiples thereof. The Notes shall mature on August 15, 2007. Interest shall accrue from August 9, 2000 at the rate of 10_% per annum and will Interest Rate until the principal thereof is paid or made available for payment. Interest shall be payable semiannually in arrears on May 1 February 15 and November 1 August 15 in each year, commencing February 15, 2001. Interest on November 1the Notes shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, 2003on the basis of a 30-day month and, to Holders for such periods of record less than a month, the actual number of days elapsed over a 30-day month. For purposes of determining the Interest Rate, the Trustee may assume that a Reset Transaction has not occurred unless the Trustee has received an Officers' Certificate stating that a Reset Transaction has occurred and specifying the Adjusted Interest Rate then in effect. A Holder of any Note at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest Date shall be entitled to receive interest (including Liquidated Damages, if any) on such Note on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if corresponding Interest Payment Date. A Holder of any Note which is surrendered for exchange converted after the close of business on or after a record date for an Regular Record Date and prior to the corresponding Interest Payment Date that will occur shall be entitled to receive interest (including Liquidated Damages, if any) on or after the date principal amount of such exchangeNote, interest on notwithstanding the conversion of such Note received in exchange thereof will accrue from the date of prior to such Interest Payment Date. The Issuers will However, any such Holder which surrenders any such Note for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay interest on overdue principal and, the Company an amount equal to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any) on the principal amount of such Note so converted, which is payable by the Company to such Holder on such Interest Payment Date, at a rate of 1% per annum in excess of the interest rate referred to abovetime such Holder surrenders such Note for conversion. The principal ofNotwithstanding the foregoing, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at any such other office or agency of the Issuers maintained Holder which surrenders for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a conversion any Note may be made by wire transfer of immediately available funds to the account specified which has been called for redemption by the Holder Company in a notice of a Global Note or redemption given by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.Company pursuant to

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance under this Indenture rank pari passu with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be Notes, are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202, 312, 1011 and consent together on all matters as one class1012 hereof, and none of the Original Notes will have the right to vote or consent as form a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes (except that any series of Notes that is not fungible with the Initial Notes for U.S. Federal income tax purposes may be treated as Notes for all purposes of the provisions of this Indenture relating to transfer and 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 other identification number). Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "10_% “9.500% Senior Notes Due 2011" due 2021” of the IssuersCompany. The final Stated Maturity of the Notes shall be May April 1, 20112021. Interest on the Outstanding principal amount of The Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearset forth below from April 4, commencing on November 12016, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor. Interest on the Notes is payable on October 1, if no interest has been paid2016 and semi-annually thereafter on April 1 and October 1 in each year and at said Stated Maturity, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the March 15 and September 15 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); providedCity of New York or, howeverat the option of the Company, that, under payments of interest may be made by check mailed to the circumstances Holders of the Notes at their respective addresses set forth in Section 4.01(b)the Note Register of Holders; provided that all payments of principal, payment premium, if any, and interest, if any, with respect to Notes represented by one or more permanent global notes registered in the name of interest and Liquidated Damages on a Note may or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the account 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 Global Note or Change of Control pursuant to Section 1017. The 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 Eleven of this Indenture and Paragraph 6 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof500.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a single 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 "10_% “7.375% Senior Notes Due 2011" due 2021” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1January 15, 20112021. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 7.375% per annum and will be payable semiannually payable, semi-annually in arrears on May 1 January 15 and November 1 July 15 in each year, commencing on November 1July 15, 20032011, to Holders holders of record at the close of business on the immediately preceding April 15, January 1 and October 15July 1, respectively (each such April 15 January 1 and October 15July 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the date hereof; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “5.80% Senior Notes Due 2011" due 2016” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall be become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year26, commencing on November 1, 2003, to Holders of record at 2016 (the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.80% per annum from May 26, 2009 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually in equal installments on May 26 and November 26 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidcommencing on November 26, from April 222009, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the May 11 or November 11 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$1,000,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages 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 defeasance and discharge provisions set forth in the RegisterArticle Three thereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof425.0 million. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will 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 "10_% “8.50% Senior Notes Due 2011" ” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1August 15, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8.50% per annum and will be payable semiannually semi-annually in arrears on May 1 February 15 and November 1 August 15 in each year, commencing on November 1February 15, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, February 1 and October 15August 1, respectively (each such April 15 February 1 and October 15August 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages 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 Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)510,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof510,000,000. 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 Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “6.875% Senior Notes Notes, Due 2011" 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 15, 20112017. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 6.875% per annum and will be payable semiannually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1December 15, 20032007, to Holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15, December 1 a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003the Issue Date, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of 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 or 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 Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “3.00% Senior Notes Due 2011" due 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on June 6, subject to Section 3.11, at 2017 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 3.00% per annum from June 4, 2012 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually on June 6 and December 6 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no in equal installments, except for the first interest has been paidpayment in the amount of $15.16438356 per $1,000 principal amount of Notes payable on December 6, from April 222012, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or 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 Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the May 22 or November 21 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may shall be entitled the “8.250% Senior Subordinated Notes due 2018.” The Trustee shall authenticate the Notes to be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with on the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued Issue Date in an aggregate principal amount equal to $200,000,000, upon delivery of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturean Authentication Order. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May will mature on September 1, 20112018. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8.250% per annum and will be payable semiannually in arrears cash on May each March 1 and November September 1 in (each yearbeing an “Interest Payment Date”), commencing on November March 1, 20032011 in the case of the Initial Notes, to the Persons who are registered Holders of record Notes at the close of business on the February 15 and August 15 immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record the applicable Interest Payment Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from including the most recent date of issuance to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for but excluding the actual Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will occur on or after the date of such exchange, interest be made on the Note received in exchange thereof will accrue from next succeeding Business Day with the date of same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. The Issuers will pay interest on overdue principal andNotes shall be redeemable as provided in Article Twelve and subject to Defeasance and Covenant Defeasance as provided in Article Sixteen. The Notes shall have such other terms as are indicated in Annex A. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company, the Guarantors and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent lawful, on overdue installments any provision of interest (including interest to be paid in any Note conflicts with the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess express provisions of the interest rate referred to aboveIndenture, the provisions of the Indenture shall govern and be controlling. The principal of, and premium, if any, and interest and Liquidated Damages, if any, Notes shall rank on parity with the 9.250% Senior Subordinated Notes due 2013 that remain still outstanding on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages 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 RegisterIssue Date.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this the Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof700.0 million. All the Original The 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 covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) 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 "10_% “5.75% Senior Notes Due 2011" due 2022” of the Issuers. The final Stated Maturity of the Notes shall be May June 1, 20112022. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 5.75% per annum and will be payable semiannually semi-annually in arrears on May June 1 and November December 1 in each year, commencing on November December 1, 20032012, to Holders holders of record at the close of business on the immediately preceding April 15, May 15 and October November 15, respectively (each such April May 15 and October November 15, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 18, 2003, 2012; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes or, 2003; if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance, provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note Notes received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Additional Notes will pay interest on overdue principal and, to vote (or consent) as a class with the extent lawful, on overdue installments other Notes and otherwise be treated as Notes for all purposes of interest (including interest to be paid this Indenture. If any Additional Notes are issued in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, an offering not registered under the circumstances Securities Act, any additional transfer restrictions and similar or related provisions may be set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds supplemental indenture at the time such Additional Notes are issued. SECTION 402 Changes to the account specified by the Holder of a Global Note or by check mailed to the address Article III of the Person entitled thereto as such address shall appear in the Register.Base Indenture