Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. The Stated Maturity of the Securities shall be January 15, 2009. The Securities shall bear interest at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default is

Title and Terms. There shall be a series of Securities designated as the "6.20% Senior Notes due 2012" of the Company. Their Stated Maturity shall be June 15, 2012, and they shall bear interest at the rate of 6.20% per annum. Interest on the Securities of this series will be payable semi-annually on June 15 and 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 any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Fourteenth Supplemental Indenture is initially limited to $517,500,000350,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201303 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 rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, or except for the first payment of interest following the issue date of the Additional 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 shall of this series will be known and designated as represented by two or more Global Securities representing the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. The Stated Maturity entire $350,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. Xxx Xxxxx of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be January 15the office or agency of the Company in the City of Cincinnati, 2009. The Securities State of Ohio, maintained for such purpose, which shall bear interest be the Corporate Trust Office of the Trustee and at any other office or agency maintained by the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available Company for paymentsuch purpose; provided, however, if (ithat at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company 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 Company's registration statement (the "Registration Statement") under Indenture shall not be applicable to the Securities Act of 1933, as amended (this series. The Securities of this series are subject to defeasance at the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthis Fourteenth Supplemental Indenture.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to the sum of (a) $517,500,000180,412,350 and (b) such aggregate principal amount (which may not exceed $207,474,200 aggregate principal amount) of Securities, if any, as shall be purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of the Purchase Agreement except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906, 1108 or 906 or in connection with a Designated Event Offer pursuant to Section 12011301. The Securities shall be known and designated as the "5 6 3/4% Convertible Subordinated Notes Debentures due 20092016" of the Company. The Their Stated Maturity of the Securities shall be January 15October 1, 2009. The Securities 2016, and they shall bear interest at the rate of 5 6 3/4% per annum, from January 12October 2, 2001 1996 or from the most recent Interest Payment Date thereafter (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January 15 1, April 1, July 1 and July 15October 1 (each an "Interest Payment Date") of each year, commencing July 15January 1, 2001, 1997 until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day immediately preceding such Interest Payment Date; providedPROVIDED, howeverHOWEVER, that for so long as the Securities are held by the Trust or the Property Trustee of the Trust, if any Preferred Securities (ior if the Trust is liquidated in connection with a Special Event, any Securities) are held in certificated form, the Company's registration statement Record Date for each Interest Payment Date shall be 15 days prior to such Interest Payment Date (in each case, a "Regular Record Date"). Interest will compound quarterly and will accrue at the "Registration Statement") under rate of 6 3/4% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed. In the event that any date on which interest is payable on the Securities Act is not a Business Day, then payment of 1933interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11except that, 2001, or (ii) the Registration Statement if such Business Day is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effectivenext succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case upon with the terms same force and conditions set forth effect as if made on such date. If at any time while the Property Trustee is the Holder of any Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Registration Rights Agreement Company will pay as additional interest (each "Additional Interest") on the Securities held by the Property Trustee, such event referred to in clauses (i) amounts as shall be required so that the net amounts received and (ii)retained by the Trust and the Property Trustee after paying any such taxes, but excluding any permitted Suspension Period described in duties, assessments or other governmental charges will be not less than the Registration Rights Agreementamounts the Trust and the Property Trustee would have received had no such taxes, a "Registration Default")duties, then interest will accrue (in addition to the stated rate assessments or other governmental charges been imposed. The principal of and interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest Securities shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at the office or agency in the United States maintained by the Company for such increased rate until purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time (of payment is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that unless the "Subsequent Step Down Date") Securities are held by the Trust or any successor permissible under the Declaration, at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress shall appear in the Security Register. The Securities shall be redeemable as provided in Article Eleven hereof. The Securities shall be convertible as provided in Article Thirteen hereof.

Title and Terms. There shall be a series of Securities designated as the "11% Senior Subordinated Notes due 2005" of the Company. Their Stated Maturity shall be December 15, 2005, and they shall bear interest at the rate of 11% per annum. Interest on the Securities of this series will be payable quarterly on March 15, June 15, September 15 and 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 any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1, June 1, September 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this First Supplemental Indenture is limited to $517,500,00032,000,000 (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 Securities) except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. The Securities shall of this series will be known and designated as represented by one or more global Securities representing the "5 3/4% Convertible Subordinated Notes due 2009" 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) aggregate principal amount of the Securities of this series, and the Depositary with respect to such global Security or global Securities will be The Depository Trust Company. The Stated Maturity Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be the office or agency of the Securities Company in the City of New York, State of New York, maintained for such purpose, which shall be January 15, 2009. The Securities shall bear interest the Corporate Trust Office of the Trustee and at any other office or agency maintained by the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available Company for paymentsuch purpose; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; 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 Act of 1933this series the Holders of which shall have provided wire transfer instructions to the Company or the Payment Agent, as amended (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 "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iprovisions of Section 501(3) and (ii), but excluding any permitted Suspension Period described in Article Twelve of the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition Indenture shall not be applicable to the stated rate Securities of interest on the Securities) (the "Step-Up") at a rate this series. The Securities of 0.25% per annum, determined daily, on the principal amount this series are not subject to conversion rights and Article Fifteen of the SecuritiesIndenture shall not be applicable to Securities of this series. The Securities of this series are subject to the provisions of Article Eight, for the period from the occurrence Article Ten, Article Eleven, Article Thirteen and Article Sixteen of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isIndenture.

Title and Terms. There is hereby created under the Indenture a series of Securities known and designated as the "6 1/4% Exchangeable Notes Due August 15, 2001" of the Company. The aggregate principal amount of Securities which DECS that may be authenticated and delivered under this Indenture is limited to $517,500,000200 million, except for Securities DECS authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities DECS pursuant to Section 3043.04, 3053.05, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 12013.06 and 11.06 of the Indenture. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. The Stated Maturity of the Securities shall be January 15, 2009. The Securities DECS shall bear interest at the rate of 5 3/46 1/4% of the principal amount per annum, from January 12, 2001 the date of original issuance or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal amount thereof is paid exchanged at maturity pursuant to the terms of the DECS. Interest on the DECS shall be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing November 15, 1998 (each, an Interest Payment Date"), to the persons in whose names the DECS (or made available any predecessor securities) are registered at the close of business on February 1, May 1, August 1 and November 1 immediately preceding such Interest Payment Date, provided that interest payable at Maturity shall be payable to the person to which the Learning Common Stock is deliverable. The DECS shall be initially issued in the form of a Global Security and the depositary for payment; providedthe DECS shall be the Depositary Trust Company, howeverNew York, if (iNew York. The DECS shall not be redeemable prior to their Maturity and shall not be subject to any sinking fund. The DECS are not subject to payment prior to the date of Maturity at the option of the Holder. The DECS shall be mandatorily exchangeable as provided in Section 2.02. The DECS shall be issuable in denominations of $27.9375 and any integral multiple thereof. The DECS shall not be issued as Original Issue Discount Securities. The form of DECS attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(6) of the Company's registration statement (the "Registration Statement") under the Securities Act of 1933Indenture, as amended (a form of Securities of a series that consists of DECS. Certain terms of the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions DECS are set forth in the Registration Rights Agreement (each such event referred form of the DECS. The Company shall not be obligated to in clauses (i) and (ii), but excluding pay any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest additional amount on the Securities) (the "Step-Up") at a rate DECS in respect of 0.25% per annumtaxes, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") except as no Registration Default is otherwise provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isSection 2.06.

Title and Terms. There shall be a series of Securities designated as the "6.75% Senior Notes due 2012" of the Company. Their Stated Maturity shall be April 15, 2012, and they shall bear interest at the rate of 6.75% per annum. Interest on the Securities of this series will be payable semi-annually on April 15 and 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 any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Thirteenth Supplemental Indenture is limited to $517,500,000500,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. The Securities shall of this series will be known and designated as represented by two or more Global Securities representing the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. The Stated Maturity of the Securities shall be January 15, 2009. The Securities shall bear interest at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the entire $500,000,000 aggregate principal amount of the SecuritiesSecurities 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 period from principal of (and premium, if any) and interest on the occurrence Securities of this series shall be the office or agency of the Registration Default until Company in the City of Cincinnati, State of Ohio, maintained for such time (purpose, which shall be the "Step-Down Date") Corporate Trust Office of the Trustee and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as no Registration Default is such address shall appear in effect 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 per annum rate provisions of such interest shall increase (Section 501(3) and Article Twelve of the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates Indenture shall not exceed 0.5% per annum 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 the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthis Thirteenth Supplemental Indenture. ARTICLE FOUR

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,00029,108,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities securities pursuant to Section 303, 304, 305, 306 or 306, 906 or in connection with a Designated Event Offer pursuant to Section 12011209. The Securities shall be known and designated as the "5 3/47.75% Convertible Subordinated Notes due 2009Debentures Due 2016" of the Company. The Their Stated Maturity of the Securities shall be January 15September 30, 2009. The Securities 2016, and they shall bear interest at the rate of 5 3/47.75% per annum, from January 12November 21, 2001 1996 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January 15 March 31, June 30, September 30 and July 15December 31 of each year, commencing July 15December 31, 2001, 1996 until the principal thereof is paid or made available for payment; provided. Interest will compound quarterly and will accrue at the rate of 7.75% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth below in this Section 301. In the event that any date on which interest is payable on the Securities is not a Business Day, howeverthen a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (except that, if such Business Day is in the next succeeding calendar year, such Interest Payment Date shall be the immediately preceding Business Day) (and without any interest or other payment in respect of any such delay). The Company shall have the right, at any time during the term of the Securities, from time to time to extend the interest payment period for up to six consecutive quarters (the "Extension Period") during which period interest will compound quarterly and the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which Extension Period the Company shall pay all interest then accrued and unpaid thereon (together with Additional Interest at the rate specified for the Securities to the extent permitted by applicable law). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, provided that such Extension Period together with all such previous and further extensions thereof shall not exceed six consecutive quarters or extend beyond the Maturity of the Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may select a new Extension Period, subject to the foregoing requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Trust, the Partnership and the Trustee notice of its selection of such Extension Period subject to the above requirements at least one Business Day prior to the earlier of (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, Interest Payment Date or (ii) the Registration Statement date the Trust is declared effectiverequired to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Trust Preferred Securities of the record date or the date such distributions are payable, but shall thereafter cease in any event not less than one Business Day prior to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isrecord date.

Title and Terms. There shall be a series of Securities designated as the "5.50% Senior Notes due 2013" of the Company. Their Stated Maturity shall be February 1, 2013, and they shall bear interest at the rate of 5.50% per annum. Interest on the Securities of this series will be payable semi-annually on February 1 and August 1 of each year, commencing August 1, 2003, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Fifteenth Supplemental Indenture is initially limited to $517,500,000500,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201303 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 rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, or except for the first payment of interest following the issue date of the Additional 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 shall of this series will be known and designated as represented by two or more Global Securities representing the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. The Stated Maturity of the Securities shall be January 15, 2009. The Securities shall bear interest at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the entire $500,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Place of Payment for the period from principal of (and premium, if any) and interest on the occurrence Securities of this series shall be the office or agency of the Registration Default until Company in the City of Cincinnati, State of Ohio, maintained for such time (purpose, which shall be the "Step-Down Date") Corporate Trust Office of the Trustee and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as no Registration Default is such address shall appear in effect the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company as provided in this Fifteenth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the per annum rate provisions of such interest shall increase (Section 501(3) and Article Twelve of the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates Indenture shall not exceed 0.5% per annum 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 the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthis Fifteenth Supplemental Indenture. ARTICLE FOUR

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. The Securities There shall be known and a series of Debt Securities designated as the "5 3/4% Convertible 3_% Exchangeable Subordinated Notes due 20092007" of the Company. The Their Stated Maturity of the Securities shall be January September 15, 2009. The Securities 2007 and they shall bear interest at the rate of 5 3/4% 3_% per annum, from January 12September 19, 2001 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January March 15 and July September 15, commencing July March 15, 2001, 1998 until the principal thereof is paid or made available for payment; provided. The interest so payable, howeverand punctually paid or duly provided for, if on any Interest Payment Date will be paid to the Person in whose name the Notes (ior one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's registration statement right to suspend exchanges and to elect cash settlement (including by payment of the "Registration Statement") under Average Market Value Amount in connection with a redemption of Notes or final maturity of the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effectiveNotes), in each case upon in accordance with the terms and conditions set forth in the Registration Rights Agreement (each such event referred form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to in clauses (i) and (ii), but excluding any permitted Suspension Period described in a sinking fund. The Notes of this series are not subject to defeasance at the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for the period from the occurrence Company pursuant to Article Fifteen of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isIndenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,00080,000,000 (including $10,000,000 aggregate principal amount of Securities that may be sold by the Company pursuant to the over-allotment option granted pursuant to the Underwriting Agreement, dated May 15, 1997, among the Company, Xxxxx Xxxxxx, Inc., Xxxxxx, Read & Co. Inc., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and Xxxxxxx, Sachs & Co., except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906, 1108, 1302 or 906 or in connection with a Designated Event Offer pursuant to Section 12011405. The Securities shall be known and designated as the "5 3/47% Convertible Subordinated Notes due 2009Due 2004" of the Company. The Their Stated Maturity of the Securities shall be January 15June 1, 2009. The Securities 2004 and they shall bear interest at the rate of 5 3/47% per annum, from January 12, 2001 and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 June 1 and July 15December 1 commencing December 1, commencing July 15, 20011997, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, Security Register. The Securities shall be redeemable as provided in each case upon the terms and conditions set forth Article 11. The Securities shall be subordinated in the Registration Rights Agreement (each such event referred right of payment to Senior Indebtedness as provided in clauses (i) and (ii), but excluding any permitted Suspension Period described Article 12. The Securities shall be convertible as provided in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 13.

Title and Terms. The Notes shall be known and designated as the “3.625% Senior Notes due 2025” of the Company. The entire unpaid principal amount of each Note shall become due and payable to the Holder thereof on December 15, 2025 (the “Maturity Date”). Interest shall accrue on the 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 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 purposes of this Supplemental Indenture), until the principal thereof is paid or duly provided for. Interest 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 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 Securities which the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$700,000,000 is limited to $517,500,000being issued, except for Securities 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 Securities Notes pursuant to Section 304204, 305205, 306 206, 207, 208, 806, 1008 or 906 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 in connection 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 Designated Event Offer pursuant to Section 1201single Series with the Notes initially issued. The Securities Notes shall be known and designated as unsecured, unsubordinated obligations of the "5 3/4% Convertible Subordinated Notes due 2009" Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Stated Maturity 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 Securities shall be January 15, 2009. The Securities shall bear interest Company at the rate of 5 3/4% per annumprices, from January 12, 2001 or from at the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually times and on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the 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 the option of a Holder of the Notes except as provided in Article Six hereof. The Notes shall be subject to the covenants (and the related definitions) set forth in Articles Seven and Nine of the Registration Rights Agreement (each such event referred Indenture and, except as otherwise provided herein, to in clauses (i) and (ii), but excluding any permitted Suspension Period described other covenant in the Registration Rights AgreementIndenture, a "Registration Default"), then interest will accrue (in addition and to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Securities, for Company under the period from Notes shall be fully and unconditionally guaranteed by the occurrence of Guarantor to the Registration Default until such time (the "Step-Down Date") as no Registration Default is extent set forth in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Seven hereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000833,815,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906, 1009, 1016 or 906 or in connection with a Designated Event Offer pursuant to Section 12011108. The Securities shall be known and designated as the "5 3/410-1/2% Convertible Subordinated Senior Discount Notes due 2009Due 2008" of the Company. The Their Stated Maturity of the Securities shall be January 15December 1, 20092008. The Securities shall bear interest be issued at the a discount of 59.966% of their aggregate principal amount at maturity, and shall accrete at a rate of 5 3/410- 1/2% per annum, from January 12compounded semiannually, 2001 or from the most recent Interest Payment Date thereafter to 100% of their aggregate principal amount at maturity by December 1, 2003. On December 1, 2003, cash interest shall commence accruing at a rate of 10-1/2% per annum, which interest has been paid or duly provided for, as the case may be, shall be payable semi-annually semiannually in arrears on January 15 June 1 and July 15December 1 in each year, commencing July 15on June 1, 20012003, and at said Stated Maturity, until the principal thereof is paid or made available for payment; providedduly provided for. Notwithstanding the foregoing, howeverwith respect to Initial Securities, if (i) there has been a Registration Default the Initial Securities shall from the date of such Registration Default bear Special Interest up to but excluding the date on which such Registration Default is cured, as set forth or referred to in the text of the Securities appearing in Exhibit A hereto. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on June 1 and December 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. In addition, the Company may elect, upon not less than 60 days prior notice given in the manner provided for in Section 106, to commence the accrual of cash interest on all Outstanding Securities on or after December 1, 2001, in which case the outstanding principal amount at maturity of each Security shall on such commencement date be reduced to the Accreted Value of such Security as of such commencement date and cash interest shall be payable with respect to such Security on each June 1 and December 1 thereafter, as set forth or referred to in the text of the Securities. Accreted Value of, premium, if any, and interest on the Securities will be payable, and the Securities may be exchanged or transferred, at the office or agency of the Company in The City of New York, which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The interest rate on the Securities is subject to increase by the addition of Special Interest and otherwise, all as set forth or referred to in the text of the Securities appearing in Exhibit A hereto. The Securities shall be redeemable as provided in Article Eleven. At the election of the Company, the entire Debt on the Securities or certain of the Company's registration statement (the "Registration Statement") under the Securities Act obligations and covenants and certain Events of 1933, Default thereunder may be defeased as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described provided in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Twelve.

Title and Terms. The aggregate principal initial amount of Securities which may will be authenticated and delivered under this Indenture is limited $175,000,000 in principal amount of Securities (which may be increased up to $517,500,000210,000,000 if the sole book-running manager exercises its overallotment option in full), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 or 306, 307, 308, 906 or in connection with a Designated Event Offer pursuant to Section 1201ARTICLE FOURTEEN. The Securities shall be known and designated as the "5 3/4“3.50% Convertible Subordinated Senior Notes due 2009" 2008” of the Company. The Stated Maturity of the Securities shall be January 15July 3, 20092008. On the Stated Maturity the Company shall pay to the Holder of the Securities the principal amount of the Securities held by such Holder plus accrued and unpaid interest (including Additional Interest and Additional Amounts), if any. The Securities shall bear cash interest at the an annual rate of 5 3/43.50% per annumof the principal amount from July 8, from January 12, 2001 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for. Cash interest on the Securities is payable semi-annually in arrears on January 3 and July 3 of each year, with the first Interest Payment Date being January 3, 2004, and will be computed on a semi-annual basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on this Security will include interest accrued through the day before the applicable Interest Payment Date (or Fundamental Change Repurchase Date or, in certain circumstances, Conversion Date, as the case may be). Any Additional Amounts payable pursuant to the Registration Rights Agreement, will be deemed to be interest for purposes of this Indenture. The principal and interest on the Securities shall be payable semi-annually on January 15 and July 15, commencing July 15, 2001, until at the principal thereof is paid office or made available agency of the Company maintained for paymentsuch purpose; provided, however, if that at the option of the Company interest may be paid (i) by check mailed to addresses of the Company's registration statement (Persons entitled thereto as such addresses shall appear on the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the Registration Statement applicable Interest Payment Date) by the Holder thereof. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is declared effective, but hereby initially designated as the Paying Agent under this Indenture. The Securities shall thereafter cease be convertible into Common Stock of the Company subject to be effective (otherwise than during any permitted Suspension Period the terms of and to the extent described in ARTICLE FOUR. The Securities shall not be redeemable. The Securities shall be repurchased, at the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the SecuritiesHolder, for the period from the occurrence upon a Fundamental Change as provided in ARTICLE FOURTEEN of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthis Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Supplemental Indenture shall be unlimited. The Company is limited initially issuing $200,000,000 aggregate principal amount of Securities as of the date hereof. This series of Securities may be reopened from time to $517,500,000time for the issuance of additional Securities of this series, subject to compliance with Section 704. Any additional Securities issued shall have the identical terms as the Securities issued on the Issue Date, except for the date of issuance, issue price and first Interest Payment Date, and shall form a single series with the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201issued on the Issue Date. The Securities shall be known and designated as the "5 3/4“9% Convertible Subordinated Senior Notes due 2009" 2014” of the Company. The Stated Maturity of the Securities shall be January 15June 1, 2009. The Securities 2014 and they shall bear interest at the rate of 5 3/49.00% per annumannum from the date of issuance, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as payable semiannually in cash and in arrears to the Person in whose name the Security (or any Predecessor Security) is registered at the close of business on the May 15 and November 15 immediately preceding the Interest Payment Date on June 1 and December 1 of each year, commencing on December 1, 2004 in the case may be, payable semiof the Securities issued on the Issue Date. Interest will be computed on the basis of a 360-annually on January 15 and July 15, commencing July 15, 2001day year comprised of twelve 30-day months, until the principal thereof is paid or made available duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for paymentsuch purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, all as provided in Section 1002 of the Original Indenture; provided, however, if (i) that, at the option of the Company's registration statement (, interest may be paid on Securities in definitive form by check mailed to addresses of the "Registration Statement") under Persons entitled thereto as such addresses shall appear on the Securities Act of 1933Security Register. Holders shall have the right to require the Company to purchase their Securities, as amended (the "Securities Act") registering this Security for resale has not become in whole or been declared effective by July 11in part, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly event of a Change of Control pursuant to Section 710. The Securities shall be subject to repurchase by the Company pursuant to an additional registration statement filed Asset Disposition as provided in Section 711. The Securities shall be redeemable as provided in Article Eight and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement Securities. SECTION 302. CUSIP Numbers. The Company in issuing Securities may use “CUSIP” numbers (each such event referred to if then generally in clauses (iuse) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to serial numbers; if so, the stated rate Trustee shall use such “CUSIP” numbers in addition to serial numbers in notices of interest redemption and repurchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP numbers, either as printed on the Securities or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until and any such time (the "Step-Down Date") as no Registration Default is redemption or repurchase shall not be affected by any defect in effect and the per annum rate or omission of such interest shall increase (CUSIP numbers. The Company will promptly notify the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum Trustee of any change in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isCUSIP numbers.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is limited to $517,500,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 308, 516, 908, 1108 or 906 or in connection with a Designated Event Offer pursuant to Section 12011111. The Initial Securities shall be known and designated as the "5 3/4“5.500% Convertible Subordinated Senior (Secured) Second Priority Notes due 2009" 2014” and the Exchange Securities shall be known and designated as the “5.500% Exchange Senior (Secured) Second Priority Notes due 2014”, in each case, of the Company. The Stated Maturity of the Securities shall be January March 15, 2009. The Securities 2014 and they shall bear interest at the rate of 5 3/45.500% per annumannum from and including March 11, from January 122004, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on September 15, payable 2004 and semi-annually thereafter on January March 15 and July 15, commencing July 15, 2001September 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for paymentsuch purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, if (i) that, at the option of the Company's registration statement , interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (the "Registration Statement") under the Securities Act of 1933and premium, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iif any) and (ii)interest on Securities, but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition Holders of which have given wire transfer instructions to the stated rate of interest on Company or the Securities) (Paying Agent at least 10 Business Days prior to the "Step-Up") applicable payment date and hold at a rate of 0.25% per annum, determined daily, on the least U.S.$1,000,000 in principal amount of the Securities, for will be required to be made by wire transfer of immediately available funds to the period from accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the occurrence Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Registration Default until such Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time (to time by the "Step-Down Date") Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as no Registration Default is in effect and to status, redemption or otherwise as the per annum rate Securities originally issued. Any Additional Securities shall be issued with the benefit of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isindenture supplemental to this Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000500,000,000 in principal amount of Notes and $250,000,000 in principal amount of Debentures, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 303, 304, 305, 306 306, 307 or 906 or in connection with a Designated Event Offer pursuant to Section 1201906. The Securities Notes shall be known and designated as the "5 3/4[ ]% Convertible Subordinated Senior Notes due 2009Due November __, 2006" of the CompanyIssuer. The Stated Maturity of the Securities Notes shall be January 15[ ], 2009. The Securities 2006, and the Notes shall each bear interest at the rate of 5 3/4[ ]% per annum, from January 12[ ], 2001 1996, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually in arrears on January 15 __________ and July 15__________ in each year, commencing July 15______________, 2001to persons who are registered Holders of Securities at the close of business on the __________ or __________ immediately preceding such Interest Payment Date, until the principal thereof is paid or made duly provided for. Interest on any overdue principal shall be payable on demand. The Debentures shall be known and designated as the "[ ]% Senior Debentures Due November __, 2026" of the Issuer. The Stated Maturity of the Debentures shall be [ ], 2026, and the Debentures shall each bear interest at the rate of [ ]% per annum, from [ ], 1996, or from the most recent Interest Payment Date to which interest has been paid, payable semi-annually in arrears on __________ and __________ in each year, commencing _______________, to persons who are registered Holders of Securities at the close of business on the __________ or __________ immediately preceding such Interest Payment Date, until the principal thereof is paid or duly provided for. Interest on any overdue principal shall be payable on demand. Principal of, and interest on, the Securities shall be payable in immediately available funds and, subject to the limitations applicable to Global Securities, the Securities will be exchangeable and transferable at an office or agency of the Issuer, one of which will be maintained for paymentsuch purposes in The City of New York (which initially will be the Corporate Trust Office of the Trustee) or such other office or agency permitted under this Indenture; provided, however, that payment of interest may be made at the option of the Issuer by check mailed to the Persons entitled thereto as shown on the Security Register on the Regular Record Date. Any amounts paid, or caused to be paid, by the Company or its assignee (or any successor to the Company or such assignee) under the Company Guarantees, or paid by any successor to the Issuer under the Indenture, will be paid without deduction or withholding of any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the United Kingdom (including any political subdivision or taxing authority thereof) or the jurisdiction of incorporation or residence (other than the United States or any political subdivision or taxing authority thereof) of any assignee of the Company or any successor to the Issuer or the Company, or any political subdivision or taxing authority thereof (an "Other Jurisdiction"), or, if deduction or withholding of any taxes, levies, imposts or other governmental charges shall at any time be required by the United Kingdom or an Other Jurisdiction, the Company, its assignee or any relevant successor will (subject to timely compliance by the Holders or beneficial owners of the relevant Securities with any relevant administrative requirements) pay, or cause to be paid, such additional amounts ("Additional Amounts") in respect of principal or interest as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under the Indenture, as the case may be, pursuant to the Indenture or the Company Guarantees, after such deduction or withholding, shall equal the respective amounts of principal and interest, as specified in the Securities to which such Holders or the Trustee are entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the Company's registration statement fact that the Holder or beneficial owner of the relevant Security is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in, the United Kingdom or an Other Jurisdiction, or otherwise has or has had some connection with the United Kingdom or an Other Jurisdiction (other than the "Registration Statement"holding or ownership of a Security, or the collection of principal of, and interest on, or the enforcement of, a Security or Company Guarantee), (ii) under any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the Securities Act fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of 1933the relevant Security or Company Guarantee, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the failure to comply, on a sufficiently timely basis, with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the United Kingdom or an Other Jurisdiction or any other relevant jurisdiction of the Holder or beneficial owner of the relevant Security, if such compliance is required by a statute or regulation of the United Kingdom or an Other Jurisdiction, or by a relevant treaty, as amended a condition to relief or exemption from such taxes, levies, imposts or other governmental charges, (v) any present or future taxes, levies, imposts or other governmental charges (A) which would not have been so imposed, assessed, levied or collected if the "Securities Act") registering this beneficial owner of the relevant Security for resale has not become or had been declared effective by July 11, 2001the Holder of such Security, or (iiB) which, if the Registration Statement is declared effectivebeneficial owner of such Security had held the Security as the Holder of such Security, but shall thereafter cease would have been excluded pursuant to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and through (iiiv) above, or (vi) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge. No payments of Additional Amounts with respect to the Indenture or the Company Guarantees will be made due to any deduction or withholding requirement imposed by any governmental unit other than the United Kingdom or an Other Jurisdiction (including any taxing authority or political subdivision thereof). Except with respect to a Tax Redemption (as defined in Section 1301(a)), but excluding the Securities shall not be redeemable prior to Maturity and shall not have the benefit of any permitted Suspension Period described sinking fund obligations. The Securities shall be subject to defeasance or covenant defeasance at the option of the Company as provided in Article Twelve. The Securities shall be guaranteed by the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition Company Guarantees pursuant to the stated rate provisions of interest on Article Eleven including, without limitation, the Securities) (provision for the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount release of the SecuritiesCompany Guarantees under the conditions provided for therein. For all purposes hereunder, for the period from Notes and the occurrence Debentures will be treated as one class, including with respect to any amendment, waiver, acceleration or any other Act of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect Holders. The Notes and the per annum rate Debentures rank pari passu in right of such payment with each other and rank pari passu in right of payment of principal and interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up with all other existing and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) future unsecured and Liquidated Damages unsubordinated obligations of, and will be payable at such increased rate until such time (senior in right of payment and interest to all subordinated obligations of, the "Subsequent Step Down Date") as such Registration Default isIssuer and the Company, respectively.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906, 1108, 1302 or 906 or in connection with a Designated Event Offer pursuant to Section 12011405 and except for Additional Securities. The Securities shall be known and designated as the "5 3/471/2% Convertible Junior Subordinated Notes due 2009Debentures Due 2012" of the Company. The Their Stated Maturity of the Securities shall be January 15__________, 2009. The Securities 2012 and they shall bear interest at the rate of 5 3/471/2% per annumannum (provided, that, if the Charter Amendment has not been Duly Adopted by the -------- ---- Charter Amendment Deadline, the interest rate applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from January 12, 2001 and including the Original Issuance Date or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly on January 15 _______, _______, _______, and July 15________, commencing July 15__________ ___, 20011999, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest and Additional Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest in cash may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, Security Register. The Securities shall be redeemable as provided in each case upon Article 11. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 12. The Securities shall be convertible as provided in Article 13. The Securities shall be subject to repurchase at the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") Holder as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 14.

Title and Terms. The aggregate principal amount of Six-Year Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000500,000,000 Original Six-Year Securities and $500,000,000 Six-Year Exchange Securities, except for Six-Year Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201906. The Six-Year Securities shall be known and designated as the "5 3/47.70% Convertible Subordinated Notes due 20092005" of the Company. The Their Stated Maturity of the Securities shall be January December 15, 2009. The Securities 2005, and they shall bear interest at the rate of 5 3/47.70% per annum, from January 12December 14, 2001 1999 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January June 15 and July December 15, commencing July June 15, 20012000, until the principal thereof is paid or made available for payment. The aggregate principal amount of Ten-Year Securities which may be authenticated and delivered under this Indenture is limited to $500,000,000 Original Ten-Year Securities and $500,000,000 Ten-Year Exchange Securities, except for Ten-Year Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906. The Ten-Year Securities shall be known and designated as the "7.90% Notes due 2009" of the Company. Their Stated Maturity shall be December 15, 2009, and they shall bear interest at the rate of 7.90% per annum, from December 14, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on June 15 and December 15, commencing June 15, 2000, until the principal thereof is paid or made available for payment. The aggregate principal amount of Thirty-Year Securities which may be authenticated and delivered under this Indenture is limited to $1,000,000,000 Original Thirty-Year Securities and $1,000,000,000 Thirty-Year Exchange Securities, except for Thirty-Year Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906. The Thirty-Year Securities shall be known and designated as the "8.30% Notes Due 2029" of the Company. Their Stated Maturity shall be December 15, 2029, and they shall bear interest at the rate of 8.30% per annum, from December 14, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on June 15 and December 15, commencing June 15, 2000, until the principal thereof is paid or made available for payment. The principal of and interest on the Securities shall be payable at the office or agency of the Company in New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isSecurity Register.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $517,500,000100,000,000, as such amount may be increased, but not by an amount in excess of $25,000,000, solely as a result of the purchase of additional Securities (the "Additional Securities") pursuant to the option granted by the Company in the Purchase Agreement to the several Initial Purchasers (the "Initial Purchasers' Option"), except for Securities authenticated and delivered upon registration of transfer ofpursuant to Section 3.4, Section 3.5, Section 3.6, Section 8.5, Section 12.2 or Section 14.4(6) in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. previously authenticated and delivered under this Indenture. (1) The Securities shall be known and designated as the "5 3/41.00% Convertible Subordinated Senior Notes due 2009August 1, 2010" of the Company. The Their Stated Maturity shall be August 1, 2010 and they shall bear interest on their principal amount from August 1, 2003, payable semi-annually in arrears on February 1 and August 1 in each year, commencing February 1, 2004, at the rate of 1.00% per annum until the principal thereof is due and at the rate of 1.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on a Business Day as provided in Section 1.12. Upon receipt by the Trustee of an Officers' Certificate stating that the Initial Purchasers have elected to purchase from the Company a specified aggregate principal amount of Additional Securities not to exceed a total of $25,000,000 (all such elections in accordance with this paragraph pursuant to the Purchase Agreement), the Trustee shall authenticate and make available for delivery such specified aggregate principal amount of such Additional Securities to or upon a Company Request, and such specified aggregate principal amount of such Additional Securities shall be considered part of the original aggregate principal amount of the Securities. The principal of and interest on the Securities shall be January 15payable as provided in the form of Securities set forth in Section 2.2, 2009. The Securities shall bear interest at and the rate of 5 3/4% per annum, from January 12, 2001 Repurchase Price or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided forChange in Control Repurchase Prices, as the case may be, whether payable semi-annually on January 15 and July 15in cash or in shares of Common Stock or a combination thereof, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such places as are identified in the Company Notice given pursuant to Section 14.4 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.8 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.8. The Securities shall be redeemable at the option of the Company at any time on or after August 1, 2008, in whole or in part, subject to the conditions and as otherwise provided in Article XI and in the form of Security set forth in Section 2.2. -35- The Securities shall be convertible as provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subject to repurchase by the "Subsequent Step Down Date") Company at the option of the Holders as such Registration Default isprovided in Article XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000200,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 12011006. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Fixed/Floating Rate Guaranteed Notes due 2009Due May 15, 2011" of the Company. The Their Stated Maturity of the Securities shall be January May 15, 2009. The Securities 2011, and they shall bear interest at the rate provided for in the Form of 5 3/4% per annumFace of Security in Section 202, from January 12May 24, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January May 15 and July November 15, commencing July November 15, 2001, 2001 until the principal thereof is paid or made available for payment; providedPROVIDED, howeverHOWEVER, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest until the Registration Default Period is no longer continuing and, if the Registration Default Period continues for the applicable period, Subsequent Step-Ups will occur and the Original Securities will from then bear Special Interest until the Registration Default Period is no longer continuing. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on May 15 and November 15 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. In connection with the cash payment of any Special Interest, the Company or the Guarantor shall notify the Trustee (the "Special Interest Notice") on or before the later to occur of (i) the Company's registration statement (the "Registration Statement") under the Securities Act Regular Record Date preceding such payment of 1933any Special Interest, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or and (ii) the Registration Statement is declared effectivedate on which any such Special Interest begins to accrue, but shall thereafter cease of the amount of Special Interest to be effective (otherwise than paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date during any permitted Suspension Period described 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 Special Interest to be paid by the Company on such Interest Payment Date. If the Security is issued in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed form of a Global Security, payments of the principal of (and declared effectivepremium, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iif any) and (ii), but excluding any permitted Suspension Period described interest on this Security shall be made in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition immediately available funds to the stated rate Depositary. If the Securities are issued in certificated form, the principal of (and premium, if any) and interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest Securities shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at the office or agency of the Company in Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx Xxxx Xxxx, Xxxx and the Borough of Manhattan, The City of New York maintained for such increased rate until purpose and at any other office or agency maintained by the Company for such time (purpose; PROVIDED, HOWEVER, that at the "Subsequent Step Down Date") option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress shall appear in the Security Register. The Securities shall be redeemable as provided in Article Twelve. The Securities shall not have the benefit of any sinking fund obligations. The Guarantees shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen and the Original Securities and the Exchange Securities shall rank pari passu. 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 and redemptions.

Title and Terms. The Notes shall be known and designated as the “3.00% Senior Notes due 2017” of the Company. The entire unpaid principal amount of each Note shall become due and payable to the Holder thereof on June 6, 2017 (the “Maturity Date”). Interest shall accrue on the 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 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 purposes of this Supplemental Indenture), in equal installments, except for the first interest payment in the amount of $15.16438356 per $1,000 principal amount of Notes payable on December 6, 2012, until the principal thereof is paid or duly provided for. Interest 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 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 Securities which the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is limited to $517,500,000being issued, except for Securities 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 Securities Notes pursuant to Section 304204, 305205, 306 206, 207, 208, 806, 1008 or 906 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 in connection 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 Designated Event Offer pursuant to Section 1201single Series with the Notes initially issued. The Securities Notes shall be known and designated as unsecured, unsubordinated obligations of the "5 3/4% Convertible Subordinated Notes due 2009" Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Stated Maturity 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 Securities shall be January 15, 2009. The Securities shall bear interest Company at the rate of 5 3/4% per annumprices, from January 12, 2001 or from at the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually times and on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the 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 the option of a Holder of the Notes except as provided in Article Six hereof. The Notes shall be subject to the covenants (and the related definitions) set forth in Articles Seven and Nine of the Registration Rights Agreement (each such event referred Indenture and, except as otherwise provided herein, to in clauses (i) and (ii), but excluding any permitted Suspension Period described other covenant in the Registration Rights AgreementIndenture, a "Registration Default"), then interest will accrue (in addition and to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Securities, for Company under the period from Notes shall be fully and unconditionally guaranteed by the occurrence of Guarantor to the Registration Default until such time (the "Step-Down Date") as no Registration Default is extent set forth in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Seven hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,00069,000,000 (including $9,000,000 aggregate principal amount of Securities that may be sold by the Company pursuant to the over-allotment option granted pursuant to the Underwriting Agreement, dated May ___, 1997, among the Company, Xxxxx Xxxxxx, Inc., Xxxxxx, Read & Co. Inc., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and Xxxxxxx, Sachs & Co., except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906, 1108, 1302 or 906 or in connection with a Designated Event Offer pursuant to Section 12011405. The Securities shall be known and designated as the "5 3/4____% Convertible Subordinated Notes due 2009Due 2004" of the Company. The Their Stated Maturity of the Securities shall be January 15______, 2009. The Securities 2004 and they shall bear interest at the rate of 5 3/4____% per annum, from January 12, 2001 and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 _________ and July 15_______ commencing ________, commencing July 15, 20011997, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, Security Register. The Securities shall be redeemable as provided in each case upon the terms and conditions set forth Article Eleven. The Securities shall be subordinated in the Registration Rights Agreement (each such event referred right of payment to Senior Indebtedness as provided in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Twelve.

Title and Terms. The aggregate principal amount of Securities which Convertible Debentures that may be authenticated and delivered under this Indenture is limited to $517,500,000103,092,775 (or up to $113,402,050 if the over-allotment option is exercised by the Trust in accordance with the terms and provisions of the Purchase Agreement), except for Securities Convertible Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Convertible Debentures pursuant to Section 304, 305, 306 306, 906, 1109 or 906 or in connection with a Designated Event Offer pursuant to Section 12011301. The Securities Convertible Debentures shall be known and designated as the "5 3/41/4% Convertible Subordinated Notes due 2009Debentures Due 2028" of the Company. The Their Stated Maturity of the Securities shall be January 15April 1, 2009. The Securities 2028, and they shall bear interest at the rate of 5 3/41/4% per annum, from January 12March 13, 2001 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January 15 and 1, April 1, July 151, October 1 (each an "Interest Payment Date") of each year, commencing July 151, 20011998, until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name the Convertible Debenture is registered at 5:00 p.m. (New York City time) on the regular record date for such interest installment, which shall be the March 15, June 15, September 15 and December 15 next preceding such Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 5 1/4% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest in computed, will be computed on the basis of the actual number of days elapsed per 90-day quarter. In the event that any date on which interest is payable on the Convertible Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Convertible Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Convertible -19- 28 Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of and interest on the Convertible Debentures shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, Security Register. The Convertible Debentures shall be redeemable as provided in each case upon the terms and conditions set forth Article Eleven hereof. The Convertible Debentures shall be subordinated in the Registration Rights Agreement (each such event referred right of payment to Senior Indebtedness as provided in clauses (i) and (ii), but excluding any permitted Suspension Period described Article Twelve hereof. The Convertible Debentures shall be convertible as provided in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Thirteen hereof.

Title and Terms. The Securities shall be known and designated as the "5% Convertible Subordinated Notes due 2007" of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000175,000,000 (or $201,250,000 if the over-allotment option set forth in Section 2 of the Purchase Agreement is exercised in full), except for Securities securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 3042.7, 3052.8, 306 2.9, 2.12, 7.5, 10.8, 11.1 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.2 hereof. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company. The Stated Maturity of the Securities shall be January 15, 2009$1,000 or integral multiples thereof. The Securities shall bear interest mature on March 14, 2007. Interest shall accrue from March 14, 2000 at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, Rate until the principal thereof is paid or made available for payment; provided. Interest shall be payable semiannually in arrears on March 14 and September 14 in each year, howevercommencing September 14, if 2000. Interest on the Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the Company's registration statement 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, on the "Registration Statement"basis of a 30-day month and, for such periods of 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 Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Liquidated Damages, if any) under on such Security on the Securities Act corresponding Interest Payment Date. such Interest Payment Date or otherwise) shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of 1933, as amended (such Security so converted at the "Securities Act") registering this time such Holder surrenders such Security for resale has not become conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the office or been declared effective agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by July 11, 2001(i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition application to the stated rate Registrar not later than the relevant Record Date by a Holder of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Securities shall be redeemable at the option of the Securities, for Company as provided in Article 10 hereof. The Securities shall have a Repurchase Right exercisable at the period from the occurrence option of Holders as provided in Article 11 hereof. The Securities shall be convertible as provided in Article 12 hereof. The Securities shall be subordinated in right of payment to Senior Debt of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 13 hereof.

Title and Terms. (a) The CODES shall be designated as the "2.25% Senior Convertible Contingent Debt Securities due 2021" of the Company. The aggregate principal amount of Securities CODES which may be authenticated and delivered under this Indenture is limited to $517,500,000250 million (or $300 million if the option set forth in Section 2 of the Purchase Agreement is exercised in full), except for Securities CODES authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities CODES pursuant to Section 304Sections 2.7, 3052.8, 306 2.12, 7.5 or 906 or in connection with a Designated Event Offer pursuant to Section 120110.7, hereof. The Securities CODES shall be known and designated as issuable in denominations of $1,000 or integral multiples thereof. (b) The CODES shall mature on October 15, 2021 (the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. STATED MATURITY"). (c) The Stated Maturity of the Securities shall be January 15, 2009. The Securities CODES shall bear interest at the rate of 5 3/4% per annum, Interest from January 12October 10, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal amount thereof is paid or made available for payment; provided, howeveror until such date on which the CODES are converted, if redeemed or purchased as provided herein, (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition prior to the stated rate occurrence of interest on the Securities) (the "Step-Up") at a rate of 0.25Reset Transaction, 2.25% per annum, determined daily, on the principal amount of the Securities, for the period from and (ii) following the occurrence of a Reset Transaction, the Registration Default until Adjusted Interest Rate related to such time Reset Transaction to, but not including, the effective date of any succeeding Reset Transaction (as adjusted, if at all, the "INTEREST RATE"). Interest shall be payable semiannually in arrears on each Interest Payment Date. The Interest Payment Dates for the CODES shall be April 15 and October 15 of each year, commencing April 15, 2002, with interest payable in Dollars to Holders in whose names the CODES are registered at the close of business on the preceding April 1 and October 1, respectively, of each year (or, if such date is not a Business Day, at the close of business on the immediately succeeding Business Day). (d) In addition, interest (the "Step-Down DateCONTINGENT INTEREST") will accrue on each CODES during any six-month period from April 15 to October 14 and from October 15 to April 14, as no Registration Default is in effect and appropriate, commencing with the per annum rate six-month period beginning April 15, 2002, if the average Trading Price of such interest shall increase (a CODES for the "Subsequent Stepfive Trading Days ending on the second Trading Day immediately preceding the beginning of the relevant six-Up") by an additional 0.25month period equals 120% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isor more of

Title and Terms. There is hereby created under the Indenture a series of Securities known and designated as the "4.50% Convertible Notes due 2007" of the Company. The aggregate principal amount of Securities which Notes that may be authenticated and delivered under this Supplemental Indenture is limited to $517,500,000175,000,000 (plus any additional amount of Notes issued upon the exercise of the Underwriters' Option, which additional amount may not exceed $26,250,000), except for Securities Notes authenticated and delivered upon re-registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 3043.4, 3053.5, 306 3.6, 8.6 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" 10.7 of the CompanyIndenture or Section 4.02(e) or 5.02 of this Supplemental Indenture. The Stated Maturity for payment of principal of the Securities Notes shall be January 15February 1, 2009. The Securities 2007, and the Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at the rate of 5 3/44.50% of the principal amount per annum, from January 1223, 2001 2002, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as until the case may beprincipal amount thereof is paid at Maturity and at the rate of 4.50% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest. Interest on the Notes shall be payable semi-annually in arrears on February 1 and August 1 each year (each, an "Interest Payment Date"), commencing August 1, 2002, to the Persons in whose names the Notes (or any Predecessor Securities) are registered at the close of business on the January 15 and or July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however15 immediately preceding such Interest Payment Date. Except as provided in this paragraph, if a Holder converts its Notes into Common Stock on any day other than an Interest Payment Date, such Holder shall receive no interest that has accrued but is unpaid on such Notes. A Holder who converts a Note after a Regular Record Date for an interest payment but prior to the corresponding Interest Payment Date, shall be entitled to receive on the Interest Payment Date interest accrued and paid on such Note (i) if such Holder was the Company's registration statement (Holder of such Note on such Regular Record Date), notwithstanding the "Registration Statement") under conversion of such Note prior to such Interest Payment Date. However, at the Securities Act time such Holder surrenders such Notes for conversion, such Holder must pay to the Company an amount equal to the interest that has accrued and will be paid on the Interest Payment Date on the Note being converted. However, the preceding sentence shall not apply to Notes that are converted after being called by the Company for redemption pursuant to Article III of 1933, as amended (the "Securities Act") registering this Security for resale has not become Supplemental Indenture or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but being subject to repurchase pursuant to Article IV of this Supplemental Indenture. The Notes shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described initially issued in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed form of one or more global Notes and declared effectivethe Depositary for the Notes shall be The Depository Trust Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be issuable in each case upon denominations of $1,000 and integral multiples thereof. The Notes shall not be issued as Original Issue Discount Securities. The form of Notes attached hereto as Exhibit A is hereby adopted as a form of Securities of a series that consists of Notes. Certain terms of the terms and conditions Notes are set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in form of the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition Notes. With respect to the stated rate Notes only and for the benefit only of interest the Holders thereof, the failure on the Securities) (part of the "Step-Up") at a rate Company to observe or perform any of 0.25% per annum, determined daily, the covenants or agreements on the principal amount part of the SecuritiesCompany in this Supplemental Indenture not otherwise specified in Section 5.1 of the Indenture shall be an additional Event of Default with respect to the Notes as if and, for all purposes under the period from Indenture, to the occurrence same extent as if the same were specified in Section 5.1(3) of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isIndenture.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is limited to $517,500,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 308, 516, 908, 1016, 1108 or 906 or in connection with a Designated Event Offer pursuant to Section 12011111. The Initial Securities shall be known and designated as the "5 3/4“6.25% Convertible Subordinated Senior (Secured) Second Priority Notes due 2009" 2013” and the Exchange Securities shall be known and designated as the “6.25% Exchange Senior (Secured) Second Priority Notes due 2013”, in each case, of the Company. The Stated Maturity of the Securities shall be January June 15, 2009. The Securities 2013 and they shall bear interest at the rate of 5 3/46.25% per annumannum from and including June 19, from January 122003, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on December 15, payable 2003 and semi-annually thereafter on January June 15 and July 15, commencing July 15, 2001December 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for paymentsuch purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, if (i) that, at the option of the Company's registration statement , interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (the "Registration Statement") under the Securities Act of 1933and premium, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iif any) and (ii)interest on Securities, but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition Holders of which have given wire transfer instructions to the stated rate of interest on Company or the Securities) (Paying Agent at least 10 Business Days prior to the "Step-Up") applicable payment date and hold at a rate of 0.25% per annum, determined daily, on the least U.S.$1,000,000 in principal amount of the Securities, for will be required to be made by wire transfer of immediately available funds to the period from accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the occurrence Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Registration Default until such Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time (to time by the "Step-Down Date") Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as no Registration Default is in effect and to status, redemption or otherwise as the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (Securities originally issued, provided that the Step-Up Company’s ability to issue Additional Securities shall be subject to the Company’s compliance with Sections 1008 and all Subsequent Step-Up interest rates 1009. Any Additional Securities shall not exceed 0.5% per annum in be issued with the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isbenefit of an indenture supplemental to this Indenture.

Title and Terms. The Securities shall be known and designated as the “2¾% Senior Subordinated Convertible Notes due 2012” of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000125,000,000 (or $150,000,000 if the option set forth in Section 2(b) of the Purchase Agreement is exercised in full), except for Securities securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 3042.7, 3052.8, 306 2.9, 2.12, 7.5, 10.7, 11.1 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.2 hereof. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company. The Stated Maturity of the Securities shall be January 15, 2009$1,000 or integral multiples thereof. The Securities shall bear interest mature on May 16, 2012. Interest shall accrue from May 18, 2004 at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, Rate until the principal thereof is paid or made available for payment; provided. Interest shall be payable semiannually in arrears on May 16 and November 16 of each year, howevercommencing November 16, 2004. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month. A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Liquidated Damages, if any) on such Security on the corresponding Interest Payment Date. If the Company is required by law to withhold any taxes with respect to a deemed distribution to a Holder resulting from a Conversion Rate adjustment, such taxes may be withheld from interest payments made to such Holder on or after the date of such Conversion Price adjustment. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest (including Liquidated Damages, if any) on the principal amount of such Security on such Interest Payment Date, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security 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 the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion), which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (b) with respect to which the Company has specified a Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the Company's registration statement (city where the "Registration Statement") under Corporate Trust Office of the Securities Act Trustee is located mailed to the address of 1933, the Person entitled thereto as amended (such address shall appear in the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001Register, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition application to the stated rate Registrar not later than the relevant Record Date by a Holder of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Securities shall be redeemable at the option of the Securities, for Company as provided in Article 10 hereof. The Securities shall have the period from repurchase rights exercisable at the occurrence option of Holders as provided in Article 11 hereof. The Securities shall be convertible as provided in Article 12 hereof. The Securities shall be subordinated in right of payment to Senior Debt of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 13 hereof.

Title and Terms. The Company will issue $300,000,000 in aggregate principal amount of Securities which on the date hereof. The Company may be authenticated issue Additional Notes from time to time after the date hereof in unlimited principal amount. Any offering of Additional Notes is subject to compliance with Section 1010 of this Indenture. The Securities and delivered any Additional Securities subsequently issued under this Indenture is limited will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to $517,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201purchase. The Securities Series A Notes shall be known and designated as the "5 3/47 1/2% Convertible Series A Senior Subordinated Notes due 20092010" of the Company. The Series B Notes shall be known and designated as the "7 1/2% Series B Senior Subordinated Notes due 2010" of the Company. The Stated Maturity of the Securities shall be January 15May 1, 2009. The Securities 2010, and they shall bear interest at the rate of 5 3/47 1/2% per annumannum from May 6, from January 122003, 2001 or from the most recent Interest Payment Date thereafter interest payment date to which interest has been paid or duly provided for, as payable semiannually in cash and in arrears to the case may be, payable semi-annually Person in whose name the Security (or any predecessor Security) is registered at the close of business on January 15 the 15th of April and July 15the 15th of October immediately preceding the interest payment date on May 1st and November 1st of each year, commencing July 15, 2001the first May 1st or November 1st following the date such Security was originally issued. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, howeverinterest (to the extent lawful) or premium, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933any, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11shall be payable on demand. The principal of, 2001premium and Liquidated Damages, or (ii) the Registration Statement is declared effectiveif any, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (Securities shall be payable, if a Holder has given wire transfer instructions to the "Step-Up") Company, by the Company in accordance with those instructions. All other payments on Securities will be made at a rate the office or agency of 0.25% per annum, determined daily, the Paying Agent and Note Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth on the principal amount Note Register. 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 1016. The Securities shall be subject to repurchase by the Company pursuant to an Asset Disposition as provided in Section 1017. The Securities shall be redeemable as provided in Article Eleven and in the Securities, for . The Indebtedness evidenced by the period from the occurrence Securities shall be subordinated in right of the Registration Default until such time (the "Step-Down Date") payment to Senior Indebtedness as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Thirteen.

Title and Terms. The Securities shall be known and designated as the “5¾% Convertible Senior Subordinated Notes due 2011” of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000153,135,000, except for Securities securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 3042.7, 3052.8, 306 2.9, 2.12, 7.5, 10.8, 11.1 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.2 hereof. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company. The Stated Maturity of the Securities shall be January 15, 2009$1,000 or integral multiples thereof. The Securities shall bear interest mature on February 15, 2011. Interest shall accrue from February 13, 2004 at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, Rate until the principal thereof is paid or made available for payment; provided. Interest shall be payable semiannually in arrears on February 15 and August 15 in each year, howevercommencing August 15, if 2004. Interest on the Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the Company's registration statement 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, on the "Registration Statement"basis of a 30-day month and, for such periods of 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 Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Liquidated Damages, if any) under on such Security on the Securities Act corresponding Interest Payment Date. A Holder of 1933any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date shall be entitled to receive interest (including Liquidated Damages, as amended (if any) on the "Securities Act") registering this principal amount of such Security on such Interest Payment Date, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security for resale conversion during such period shall be required to pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted, which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion during such period any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the redemption date for such Security is on such Interest Payment Date or otherwise) shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not become pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities, if any, shall be payable at the office or been declared effective agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by July 11, 2001(i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registration Statement is declared effectiveRegistrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of $5,000,000, but wire transfer in immediately available funds. The Securities shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described redeemable at the option of the Company as provided in Article 10 hereof. The Securities shall have a Repurchase Right exercisable at the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed option of Holders as provided in Article 11 hereof. The Securities shall be convertible as provided in Article 12 hereof. The Securities shall be unsecured obligations of the Company and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses will be (i) senior in right of payment to Old Securities and any future obligations that are designated by the Company as subordinate to the Securities; (ii) equal in right of payment with any existing or future obligations that are designated by the Company as, or otherwise are determined to be, on a parity with the Securities and (ii), but excluding any permitted Suspension Period described iii) subordinated in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition right of payment to the stated rate prior payment in full of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount all of the Securitiesexisting and future Senior Debt of the Company, each as provided in Article 13 hereof. The Securities will constitute “Designated Senior Debt” for purposes of the indenture for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isOld Securities.

Title and Terms. The Notes shall be known and designated as the “6.80% Senior Notes due 2018” of the Company. The entire unpaid principal amount of each Note shall be become due and payable to the Holder thereof on August 15, 2018 (the “Maturity Date”). Interest shall accrue on the 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 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 purposes of this Supplemental Indenture), until the principal thereof is paid or duly provided for. Interest 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 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 Securities which the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$1,400,000,000 is limited to $517,500,000being issued, except for Securities 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 Securities Notes pursuant to Section 304204, 305205, 306 206, 207, 208, 806, 1008 or 906 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 in connection 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 Designated Event Offer pursuant to Section 1201single Series with the Notes initially issued. The Securities Notes shall be known and designated as unsecured, unsubordinated obligations of the "5 3/4% Convertible Subordinated Notes due 2009" Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Stated Maturity 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 Securities shall be January 15, 2009. The Securities shall bear interest Company at the rate of 5 3/4% per annumprices, from January 12, 2001 or from at the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually times and on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the 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 the option of a Holder of the Notes except as provided in Article Six hereof. The Notes shall be subject to the covenants (and the related definitions) set forth in Articles Seven and Nine of the Registration Rights Agreement (each such event referred Indenture and, except as otherwise provided herein, to in clauses (i) and (ii), but excluding any permitted Suspension Period described other covenant in the Registration Rights AgreementIndenture, a "Registration Default"), then interest will accrue (in addition and to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Securities, for Company under the period from the occurrence Notes shall be fully and unconditionally guaranteed on a joint and several basis by each of the Registration Default until such time (Guarantors to the "Step-Down Date") as no Registration Default is extent set forth in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Seven hereof.

Title and Terms. There are hereby created under the Indenture a series of Securities known and designated as the “2.700% Senior Notes due 2031” of the Company. The aggregate principal amount of Securities which Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $517,500,000400,000,000. The Company may, except subject to the applicable requirements of Section 3.01 of the Indenture, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance, price to public and, under certain circumstances, the initial interest payment date). Any such additional notes, together with the Notes, will form a single series of Securities under the Indenture; provided that if any such additional notes are not fungible with the Notes for Securities authenticated and delivered upon registration of transfer ofU.S. federal income tax purposes, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection such additional notes will be issued with a Designated Event Offer pursuant to Section 1201. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" of the Companydifferent CUSIP number (or other applicable identifying number). The Stated Maturity for payment of principal of the Securities Notes shall be January 15March 18, 20092031. The Securities Notes shall bear interest at the rate of 5 3/42.700% per annum, from January 12March 18, 2001 2021 or from the most recent Interest Payment Date thereafter interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 18 and September 18 of each year (commencing September 18, 2021), to the Persons in whose names the Notes are registered at the close of business on March 3 and September 3 whether or not a Business Day, as the case may be, payable semi-annually on January 15 and July 15next preceding such interest payment date (each, commencing July 15, 2001a “Regular Record Date”), until the principal thereof is paid or made available for payment; provided. The Notes shall be initially issued in the form of a Global Security and the Depositary for the Notes shall be The Depository Trust Company, howeverNew York, if (i) New York. The original issue date of the Notes shall be March 18, 2021, and the Notes shall not constitute Original Issue Discount Securities under the Indenture. Except as provided in Section 2.03 hereof, the Company shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof. The Notes shall be in registered book-entry form and shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes shall not be guaranteed or secured by any collateral and shall rank equally with the Company's registration statement (’s other unsecured senior indebtedness. The Notes shall be subject to Article VIII of the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but Base Indenture. The Notes shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") form attached hereto as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isExhibit A.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to (a) $517,500,000100,000,000 plus (b) such aggregate principal amount (which may not exceed $15,000,000 principal amount) of Securities as shall be purchased by the Underwriters pursuant to the Underwriting Agreement, dated August __, 1997, among the Company, Raymxxx Xxxex & Xssociates, Inc. and Forum Capital Markets, L.P., as underwriters, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906, 1108, 1302 or 906 or in connection with a Designated Event Offer pursuant to Section 12011403(e). The Securities shall be known and designated as the "5 3/4___% Convertible Subordinated Notes due 2009Due August 1, 2004" of the Company. The Their Stated Maturity of the Securities shall be January 15August 1, 2009. The Securities 2004, and they shall bear interest at the rate of 5 3/4___% per annumannum from August __, from January 12, 2001 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on January 15 February 1 and July 15August 1 in each year, commencing July 15February 1, 20011998, until the principal thereof is paid or made available for payment; provided, howeverand, to the fullest extent permitted by law, at the rate of ___% per annum on any overdue principal and on any overdue installment of interest. The principal of (premium, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iany) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest Securities shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at the office or agency of the Company maintained for such increased rate until such time (purpose pursuant to Section 1002; provided that at the "Subsequent Step Down Date") option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress shall appear in the Security Register. The Securities shall be redeemable as provided in Article Eleven. The Securities are not entitled to the benefit of any sinking fund. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Holders upon a Change of Control as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000125,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906 or 906 1108 or in connection with a Designated Event an Offer to Purchase pursuant to Section 12011012 or 1014. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, subject to Section 303, in authorized denominations in exchange for a like principal amount of Rule 144A Securities. Upon any such exchange the Rule 144A Securities shall be cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Rule 144A Securities and Exchange Securities Outstanding exceed $125,000,000. The Securities shall be known and designated as the "5 10-3/4% Convertible Senior Subordinated Notes due 2009Due 2006" of the Company. The Their Stated Maturity of the Securities shall be January 15October 1, 2009. The Securities 2006, and they shall bear interest at the rate of 5 10-3/4% per annum, from January 12September 20, 2001 1996 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-semi- annually on January 15 April 1 and July 15October 1, commencing July 15April 1, 20011997, until the principal thereof is paid or made available for payment; providedPROVIDED, howeverHOWEVER, with respect to Rule 144A Securities, if (i) the Company's registration statement (the "there has been a Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights AgreementDefault, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on Up will occur and the principal amount of Rule 144A Securities will from then bear Additional Interest until the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is . Accrued Additional Interest, if any, shall be paid in effect cash in arrears semi-annually on April 1 and October 1 in each year; and the per annum rate amount of such interest accrued Additional Interest shall increase be determined on the basis of the number of days actually elapsed. The principal of (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregatepremium, if any) and Liquidated Damages will interest on the Securities shall be payable at the Corporate Trust Office of the Trustee and at any other office or agency maintained by the Company for such increased rate until such time (purpose; PROVIDED, HOWEVER, that at the "Subsequent Step Down Date") option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress shall appear in the Security Register. Notwithstanding the foregoing, upon written instructions from a registered Holder of $5.0 million or more aggregate principal amount of Securities in definitive form not less than 15 days prior to an Interest Payment Date for the Securities, payment of interest will be made by transfer by the Trustee of immediately available funds to such account at such bank in the United States as such registered Holder shall have designated. Interest payable on the Securities held through DTC will be available to DTC participants on the Business Day following payment thereof by the Company. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1012 and 1014 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Twelve. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article Thirteen. The Subsidiary Guarantees shall be subordinated in right of payment to Senior Indebtedness of the Subsidiary Guarantors as provided in Article Fourteen. The Securities shall be subject to defeasance or covenant defeasance as provided in Article Fifteen.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $517,500,000[ ] (or up to $[ ] if the over-allotment option is exercised in full in accordance with the terms and provisions of the Underwriting Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 306 3.06, 9.06, 11.09 or 906 or in connection with a Designated Event Offer pursuant to Section 120113.01. The Securities shall be known and designated as the "5 3/4[ ]% Convertible Subordinated Notes due 2009Debentures Due 2017" of the Company. The Their Stated Maturity of the Securities shall be January 15[ ], 2009. The Securities 2017, and they shall bear interest at the rate of 5 3/4[ ]% per annum, from January 12[ ], 2001 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January 15 March 31, June 30, September 30 and July 15December 31 (each an "Interest Payment Date") of each year, commencing July 15March 31, 20011997, until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name the Security is registered at 5:00 p.m. (New York City time) on the regular record date for such interest installment, which shall be the March 15, June 15, September 15 and December 15 next preceding such Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of [ ]% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.12 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest in computed, will be computed on the basis of the actual number of days elapsed per 90-day quarter. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Institutional Trustee is the Holder of any Securities, the Trust or the Institutional Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Securities held by the Institutional Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Institutional Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Institutional Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of and interest on the Securities shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, Security Register. The Securities shall be redeemable as provided in each case upon the terms and conditions set forth Article Eleven hereof. The Securities shall be subordinated in the Registration Rights Agreement (each such event referred right of payment to Senior Indebtedness as provided in clauses (i) and (ii), but excluding any permitted Suspension Period described Article Twelve hereof. The Securities shall be convertible as provided in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Thirteen hereof.

Title and Terms. The aggregate original principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000_____________, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities (including Secondary Securities) pursuant to Section 304Xxxxxxx 000, 305000, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201000, 000, 000 xx 000. The Interest on the Securities shall be known begin to accrue on the Closing Date and designated as the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. The Stated Maturity of initial Interest Rate (prior to default) on the Securities shall be January 15, 2009. The Securities shall bear interest at the rate of 5 3/4equal to 14% per annum, from January 12payable in cash or, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) at the Company's registration statement option, up to 4% per annum in Secondary Securities; provided that, with respect to the payment due on the first Interest Payment Date, the Company may, at its option, pay all interest due on that date in Secondary Securities. Notwithstanding anything to the contrary in the preceding sentence, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing on the date the Interest Rate is to reduce pursuant to the terms of this Section 301: (a) the "Registration Statement"Interest Rate (prior to default) under on the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease be permanently reduced to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.2512% per annum, determined dailypayable in cash or, on at the principal amount of the SecuritiesCompany's option, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5up to 2% per annum in Secondary Securities, upon the aggregatedelivery by the Company to the Trustee of (i) financial statements demonstrating that Consolidated EBITDA for the immediately preceding four consecutive fiscal quarters of the Company was not less than $18,000,000 and Liquidated Damages (ii) an Officers Certificate certifying as to the foregoing and as to the effective date of such reduction, such reduction in the Interest Rate (prior to default) on the Securities to be effective as of the first day of the next succeeding calendar month that commences at least thirty days after the date on which such financial statements have been (1) delivered to the Trustee and (2) filed with the Commission; and (b) the Interest Rate (prior to default) on the Securities shall be permanently reduced to 10% per annum payable in cash, upon the delivery by the Company to the Trustee of (i) financial statements demonstrating that Consolidated EBITDA for the immediately preceding four consecutive fiscal quarters of the Company was not less than $25,000,000 and (ii) an Officers Certificate certifying as to the foregoing and as to the effective date of such reduction, such reduction in the Interest Rate (prior to default) on the Securities to be effective as of the first day of the next succeeding calendar month that commences at least thirty days after the date on which such financial statements have been (1) delivered to the Trustee and (2) filed with the Commission. If a Potential Event of Default or Event of Default has occurred and is continuing on the date any reduction in the Interest Rate would otherwise become effective pursuant to Section 301(a) or (b) hereof, such Interest Rate reduction shall not become effective until the first day of the next succeeding calendar month after the date on which such Potential Event of Default or Event of Default has been cured or waived in accordance with the provisions of this Indenture. Upon the occurrence of any event which would result in the reduction of the Interest Rate pursuant to Section 301(a) or (b) hereof, the Trustee (at the expense of the Company) shall give prompt written notice to all Holders (i) of such occurrence, (ii) that, provided that there is no occurrence and continuance of a Potential Event of Default or Event of Default on the date the Interest Rate is to reduce pursuant to Section 301(a) or (b), the Interest Rate will be reduced, and (iii) the effective date thereof. The Interest Rate in effect with respect to the Securities is subject to increase as provided in Sections 503 and 515. Any such increase shall be paid solely in cash. Upon the occurrence of any Payment Default, Bankruptcy Default or any default pursuant to Section 501(c) hereof, all interest accrued thereafter and during the period in which the Payment Default, Bankruptcy Default or any default pursuant to Section 501(c) hereof has continued shall be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default issolely in cash, and no portion thereof may be paid in Secondary Securities.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000450,505,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906, 1010, 1018 or 906 or in connection with a Designated Event Offer pursuant to Section 12011108. The Initial Securities shall be known and designated as the "5 3/48.29% Convertible Subordinated Senior Discount Notes due 2009Due 2008" of and the CompanyExchange Securities shall be known as the "8.29% Series B Senior Discount Notes". The Stated Maturity of the Securities shall be January 15February 1, 20092008. The Securities shall accrete at the rate of 8.29% per annum, compounded semiannually, to an aggregate principal amount of $450,505,000 by February 1, 2003, and shall bear cash interest at the rate of 5 3/48.29% per annumannum accruing from February 1, from January 12, 2001 2003 or from the most recent Interest Payment Date thereafter to which cash interest has been paid or duly provided for, as the case may bepayable initially on August 1, payable semi-annually 2003 and semiannually thereafter on January 15 February 1 and July 15August 1, commencing July 15, 2001in each year and at said Stated Maturity, until the principal amount at maturity thereof is paid or made available for paymentduly provided for; provided, however, that the Company may elect, upon not less than 60 days' prior notice to the Holders and the Trustee in accordance with Section 105 and Section 106 hereof, to commence the accrual of cash interest on all Outstanding Securities on any August 1 or February 1 on or after February 1, 2001 and prior to February 1, 2003, in which case the Outstanding principal amount at Stated Maturity of each Security will on such commencement date be reduced to the Accreted Value of such Security as of such date and cash interest shall be payable with respect to such Security on each August 1 and February 1 thereafter. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal or Accreted Value of, premium, if (i) any, and interest on the Securities will be payable, and the Securities may be exchanged or transferred, at the office or agency of the Company in The City of New York, which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The interest rate on the Securities is subject to increase by the addition of Liquidated Interest and otherwise, all as set forth or referred to in the text of the Securities appearing in Exhibit A hereto. The Securities shall be redeemable as provided in Article Eleven. At the election of the Company, the entire Debt on the Securities or certain of the Company's registration statement (the "Registration Statement") under the obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve. The Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to will be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount senior unsecured obligations of the SecuritiesCompany, for the period from the occurrence ranking pari passu in right of payment with all existing and future senior unsecured Debt of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect Company, and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (senior in right of payment to all existing and future Subordinated Debt of the "Subsequent Step Down Date") as such Registration Default isCompany.

Title and Terms. The aggregate principal initial amount of Securities which may will be authenticated and delivered under this Indenture is limited $175,000,000 in principal amount of Securities (which may be increased up to $517,500,000210,000,000 if the sole book-running manager exercises its overallotment option in full), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 or 306, 307, 308, 906 or in connection with a Designated Event Offer pursuant to Section 1201ARTICLE FOURTEEN. The Securities shall be known and designated as the "5 3/43.50% Convertible Subordinated Senior Notes due 20092008" of the Company. The Stated Maturity of the Securities shall be January 15July 3, 20092008. On the Stated Maturity the Company shall pay to the Holder of the Securities the principal amount of the Securities held by such Holder plus accrued and unpaid interest (including Additional Interest and Additional Amounts), if any. The Securities shall bear cash interest at the an annual rate of 5 3/43.50% per annumof the principal amount from July 8, from January 12, 2001 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for. Cash interest on the Securities is payable semi-annually in arrears on January 3 and July 3 of each year, with the first Interest Payment Date being January 3, 2004, and will be computed on a semi-annual basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on this Security will include interest accrued through the day before the applicable Interest Payment Date (or Fundamental Change Repurchase Date or, in certain circumstances, Conversion Date, as the case may be). Any Additional Amounts payable pursuant to the Registration Rights Agreement, will be deemed to be interest for purposes of this Indenture. The principal and interest on the Securities shall be payable semi-annually on January 15 and July 15, commencing July 15, 2001, until at the principal thereof is paid office or made available agency of the Company maintained for paymentsuch purpose; provided, however, if that at the option of the Company interest may be paid (i) by check mailed to addresses of the Company's registration statement (Persons entitled thereto as such addresses shall appear on the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the Registration Statement applicable Interest Payment Date) by the Holder thereof. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is declared effective, but hereby initially designated as the Paying Agent under this Indenture. The Securities shall thereafter cease be convertible into Common Stock of the Company subject to be effective (otherwise than during any permitted Suspension Period the terms of and to the extent described in ARTICLE FOUR. The Securities shall not be redeemable. The Securities shall be repurchased, at the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the SecuritiesHolder, for the period from the occurrence upon a Fundamental Change as provided in ARTICLE FOURTEEN of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthis Indenture.

Title and Terms. (a) The CODES shall be designated as the “Floating Rate Senior Convertible Contingent Debt Securities due 2033” of the Company. The aggregate principal amount of Securities CODES which may be authenticated and delivered under this Indenture is limited to $517,500,000300 million (or up to $345 million if the option set forth in Section 2 of the Purchase Agreement is exercised in full), except for Securities CODES authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities CODES pursuant to Section 304Sections 2.7, 3052.8, 306 2.12, 7.5 or 906 or in connection with a Designated Event Offer pursuant to Section 120110.7, hereof. The Securities CODES shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company. $1,000 or integral multiples thereof. (b) The Stated Maturity of the Securities CODES shall be January mature on December 15, 2009. 2033 (the “Stated Maturity”). (c) The Securities CODES shall bear interest at the rate of 5 3/4% per annumInterest from December 17, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, 2003 until the principal amount thereof is paid or made available for payment, or until such date on which the CODES are converted, redeemed or purchased as provided herein at a per annum rate which will equal 3-month LIBOR, adjusted quarterly by the Calculation Agent in accordance with the Security attached as Annex A hereto, minus a spread of 125 basis points, which spread may be reset upon the occurrence of a Reset Transaction, to, but not including, the effective date of any succeeding Reset Transaction (as adjusted as provided herein and the CODES, the “Interest Rate”). The Interest Rate for the initial interest period commencing on the Closing Date shall be 0.0 (zero). Notwithstanding anything to the contrary contained herein or in the form of Security, the Interest Rate will never be less than zero. Interest shall be payable quarterly in arrears on each Interest Payment Date, commencing March 15, 2004, with interest payable in Dollars to Holders in whose names the CODES are registered at the close of business on the preceding Regular Record Date, except as otherwise provided herein and in the CODES. (d) In addition, interest (the “Contingent Interest”) will accrue on each CODES during any quarterly interest period commencing with the quarterly interest period beginning December 15, 2009, if the average Trading Prices of a CODES for the five Trading Days ending on the second Trading Day immediately preceding the beginning of the relevant quarterly interest period equals 120% or more of the principal amount of such CODES. The amount of Contingent Interest payable in respect of any quarterly period will equal 0.0625% of the average Trading Price of the CODES over the measuring period triggering the Contingent Interest payment. Upon determination that Holders of CODES will be entitled to receive Contingent Interest during any relevant quarterly interest period, on or prior to the start of the relevant quarterly interest period, the Company shall issue a press release and publish information with respect to any Contingent Interest on its web site. The Company shall pay Contingent Interest, if any, in the same manner as it shall pay Interest pursuant to Section 2.1(c) hereof and the obligations of Holders in respect of the payment of Contingent Interest in connection with the conversion of any CODES will also be the same as described in Section 2.1(f) hereof. (e) Interest (including Contingent Interest) on the CODES shall be computed on the basis of the actual number of days for which Interest is payable in the relevant interest period, divided by 360. 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 Spread then in effect. (f) Interest (including Contingent Interest) shall be due and payable on a CODES as follows: (1) A registered Holder of any CODES as of the close of business on a Regular Record Date shall be entitled (except as otherwise indicated in this Section 2.1(f)) to receive and shall receive, as the registered Holder as of such Regular Record Date, Interest (including Contingent Interest) on such CODES on the corresponding Interest Payment Date (other than any CODES whose Stated Maturity is prior to such Interest Payment Date). (2) In the event that a CODES becomes subject to redemption pursuant to Article 10 and the Redemption Date occurs after a Regular Record Date, the Person whose CODES become subject to redemption (and only such Person rather than the Holder as of such Regular Record Date) shall be entitled to receive and shall receive accrued and unpaid Interest (including Contingent Interest) from the preceding Interest Payment Date (or such earlier date on which Interest, including Contingent Interest, if any, was last paid) to but not including the Redemption Date on such CODES, even if such Person is not the Holder of such CODES. (3) In the event that a CODES becomes subject to purchase pursuant to Article 11, a Holder of any CODES who exercises a repurchase right with respect to such CODES shall be entitled to receive and shall receive Interest (including Contingent Interest) to but not including the applicable purchase date for such CODES, which amount shall be included in the applicable purchase price thereof. (4) In the event that a CODES is converted pursuant to Article 12, the Holder who converts such CODES on any date other than an Interest Payment Date shall not be entitled to accrued and unpaid Interest (including Contingent Interest) from the preceding Interest Payment Date until the Conversion Date, or otherwise, on such CODES, such amounts being deemed to have been paid by receipt of shares of Common Stock in full rather than canceled, extinguished or forfeited; providedand, accordingly, a Holder which converts a CODES after a Regular Record Date but prior to the corresponding Interest Payment Date will receive accrued and unpaid Interest (including Contingent Interest) for such period on such Interest Payment Date but will be required to remit to the Company an amount equal to that Interest (including Contingent Interest) at the time such Holder surrenders the CODES for conversion The preceding sentence does not apply, however, to a Holder that converts, after a Regular Record Date for an interest payment date but prior to the corresponding Interest Payment Date, CODES that the Company calls for redemption prior to such conversion on a Redemption Date that is on or prior to the third Business Day after such Interest Payment Date. (g) Payment of any principal, Redemption Price, Repurchase Price and Interest and Contingent Interest, if any, on, Global Securities shall be payable by the Company to the Depositary in immediately available funds. (h) Payment of any principal on Physical Securities shall be made at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest, including Contingent Interest, if any, on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank in The City of New York mailed to the Company's registration statement (address of the "Registration Statement") under Person entitled thereto as such address shall appear in the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001Register, or (ii) upon written application to the Registration Statement is declared effectiveRegistrar not later than the relevant Regular Record Date by a Holder of a principal amount of Securities in excess of $5,000,000, but wire transfer in immediately available funds, which application shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described remain in effect until the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effectiveHolder notifies, in each case upon writing, the terms and conditions set forth in Registrar to the Registration Rights Agreement (each such event referred to in clauses contrary. (i) and (ii), but excluding any permitted Suspension Period described in The CODES are redeemable at the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for Company as provided in and subject to Article 10. (j) The CODES shall be purchased by the period from Company at the occurrence option of Holders as provided in and subject to Article 11. (k) The CODES shall be convertible at the option of the Registration Default until such time Holders as provided in and subject to Article 12. (l) The CODES shall be jointly and severally guaranteed by the "Step-Down Date") Guarantors as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 13 hereof.

Title and Terms. There shall be a series of securities designated as the "6.34% Senior Notes due 2001, Series A" of the Company (the "Series A Securities" or the "Initial Securities") and a series of securities designated as the "6.34% Senior Notes due 2001, Series B" of the Company (the "Series B Securities" and, together with the Series A Securities, the "Securities"). The Stated Maturity of the Securities shall be June 1, 2001, and they shall bear interest at the rate of 6.34% per annum, subject to increase as set forth in the Registration Rights Agreement. Interest on the Securities of this series will be payable semi-annually on June 1 and December 1 of each year, commencing December 1, 1999, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Third Supplemental Indenture is limited to $517,500,000250,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. The Securities shall of this series will be known and designated as represented by one or more Global Securities representing the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. The Stated Maturity of the Securities shall be January 15, 2009. The Securities shall bear interest at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the entire $250,000,000 aggregate principal amount of the SecuritiesSecurities 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 period from principal of (and premium, if any) and interest on the occurrence Securities of this series shall be the office or agency of the Registration Default until Company in the City of Cincinnati, State of Ohio, maintained for such time (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 at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company as provided in this Third 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 Third Supplemental Indenture. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Step-Down Date") as no Registration Default is Securities." The Series A Securities rank pari passu in effect and right of payment with the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isSeries B Securities. ARTICLE FIVE

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000105,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 306, 307, 308, 906, 1012, 1015 or 906 or in connection with a Designated Event Offer pursuant to Section 12011108. The Securities shall be known and designated as the "5 3/4101/8% Convertible Subordinated Senior Notes due 20092005" of the Company. The Stated Maturity of the Securities shall be January 15June 1, 2009. The 2005, and the Securities shall each bear interest at the rate of 5 3/4101/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from January 12May 28, 2001 1997, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on January 15 June 1 and July 15December 1 in each year, commencing July 15December 1, 20011997, until the principal thereof is paid or made available duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for paymentsuch purposes (which initially will be a corporate trust office of the Trustee located at 00 Xxxx Xxxxxx, Xxx Xxxx, XX 10005); provided, however, if (i) that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. 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 1015. The Securities shall be redeemable as provided in Article Eleven and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's registration statement (the "Registration Statement") under the Securities Act obligations and covenants and certain Events of 1933, Default thereunder may be defeased as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described provided in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Four.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is limited to $517,500,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 308, 516, 908, 1016, 1108 or 906 or in connection with a Designated Event Offer pursuant to Section 12011111. The Initial Securities shall be known and designated as the "5 3/46.25% Convertible Subordinated Senior (Secured) Second Priority Notes due 20092013" and the Exchange Securities shall be known and designated as the "6.25% Exchange Senior (Secured) Second Priority Notes due 2013", in each case, of the Company. The Stated Maturity of the Securities shall be January June 15, 2009. The Securities 2013 and they shall bear interest at the rate of 5 3/46.25% per annumannum from and including June 19, from January 122003, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on December 15, payable 2003 and semi-annually thereafter on January June 15 and July 15, commencing July 15, 2001December 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for paymentsuch purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, if (iany) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that the Company's registration statement (the "Registration Statement") under the ability to issue Additional Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition subject to the stated rate Company's compliance with Sections 1008 and 1009. Any Additional Securities shall be issued with the benefit of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isindenture supplemental to this Indenture.

Title and Terms. There shall be a series of Securities designated as the “6.400% Senior Notes due 2017” of the Company. Their Stated Maturity shall be August 15, 2017, and they shall bear interest at the rate of 6.400% per annum. Interest on the Securities of this series will be payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2008, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Seventeenth Supplemental Indenture is initially limited to $517,500,000300,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201303 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 rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, or except for the first payment of interest following the issue date of the Additional 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 shall of this series will be known and designated as represented by one or more Global Securities representing the "5 3/4% Convertible Subordinated Notes due 2009" entire $300,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be the office or agency of the Securities Company in the City of Cincinnati, State of Ohio, maintained for such purpose, which shall be January 15, 2009. The Securities shall bear interest the Corporate Trust Office of the Trustee and at any other office or agency maintained by the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available Company for paymentsuch purpose; provided, however, if (ithat at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company as provided in this Seventeenth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Company's registration statement (the "Registration Statement") under Indenture shall not be applicable to the Securities Act of 1933, as amended (this series. The Securities of this series are subject to defeasance at the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthis Seventeenth Supplemental Indenture.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000200,000,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 306 3.06, 9.06 or 906 11.08 or in connection with a Designated Event an Offer to Purchase pursuant to Section 120110.13 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, in each case pursuant to a Board Resolution, subject to Section 3.03, 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 $200,000,000. The Securities shall be known and designated as the "5 3/410 1/2% Convertible Subordinated Senior Notes due 20092008" of the CompanyIssuer. The Stated Maturity of the Securities shall be January November 15, 20092008. The Securities shall bear cash interest at the rate of 5 3/410 1/2% per annumannum on the principal amount at maturity of the Notes, from January 12December 8, 2001 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January May 15 and July November 15, commencing July May 15, 20011999, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if (i) there has been a Registration Default, a Step-Up will occur and the Company's registration statement (the "Registration Statement") under the Original Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease will from then bear Special Interest to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is . Accrued Special Interest, if any, shall be paid in effect cash in arrears semi-annually on May 15 and November 15 in each year, and the per annum rate amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global 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 and premium, if any, and interest on the Securities shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such increased rate until purpose and at any other office or agency maintained by the Issuer for such time (purpose; provided, however, that at the "Subsequent Step Down Date") option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress 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 Securities which that may be authenticated and delivered under this Indenture is limited to $517,500,000103,092,800 (or up to $118,556,750 if the over-allotment option is exercised in accordance with the terms and provisions of the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 306, 906 or in connection with a Designated Event Offer pursuant to Section 12011302. The Securities shall be known and designated as the "5 3/4___% Convertible Subordinated Notes due 2009Debentures Due 2016" of the Company. The Their Stated Maturity of the Securities shall be January 15__________ __, 2009. The Securities 2016, and they shall bear interest at the rate of 5 3/4___% per annum, from January 12November __, 2001 1996 or from the most recent Interest Payment Date thereafter (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January 15 March 31, June 30, September 30 and July 15December 31 (each an "Interest Payment Date") of each year, commencing July 15__________ __, 2001____, until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name the Security is registered at 5:00 p.m. (New York City time) on the regular record date for such interest installment, which shall be [TO COME] (the "Regular Record Date"). To the extent permitted by applicable law, interest will compound quarterly and will accrue at the rate of ___% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a If at any time while the Property Trustee is the Holder of any Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Securities held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of and interest on the Securities shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly Security Register or by wire transfer to an additional registration statement filed and declared effective, in each case upon account appropriately designated by the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isHolder entitled thereto.

Title and Terms. There shall be a series of Securities designated as the "4.95% Senior Notes due 2015" of the Company. Their Stated Maturity shall be January 15, 2015, and they shall bear interest at the rate of 4.95% per annum. Interest on the Securities of this series will be payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2005, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Sixteenth Supplemental Indenture is initially limited to $517,500,000300,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201303 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 rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, or except for the first payment of interest following the issue date of the Additional 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 shall of this series will be known and designated as represented by one or more Global Securities representing the "5 3/4% Convertible Subordinated Notes due 2009" entire $300,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be the office or agency of the Securities Company in the City of Cincinnati, State of Ohio, maintained for such purpose, which shall be January 15, 2009. The Securities shall bear interest the Corporate Trust Office of the Trustee and at any other office or agency maintained by the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available Company for paymentsuch purpose; provided, however, if (ithat at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company as provided in this Sixteenth 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 Company's registration statement (the "Registration Statement") under Indenture shall not be applicable to the Securities Act of 1933, as amended (this series. The Securities of this series are subject to defeasance at the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthis Sixteenth Supplemental Indenture. ARTICLE FOUR

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000200,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201906. The Securities shall be known and designated as the "5 3/4% Convertible Fixed/Floating Rate Subordinated Notes due 2009October 15, 2011" of the Company. The Their Stated Maturity of the Securities shall be January October 15, 2009. The Securities 2011, and they shall bear interest at the rate provided for in the Form of 5 3/4% per annum, Face of Security in Section 202 from January 12October 25, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January April 15 and July October 15 in each year commencing April 15, commencing July 15, 20012002, until the principal thereof is paid or made available for payment; providedPROVIDED, howeverHOWEVER, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest until the Registration Default Period is no longer continuing and, if the Registration Default Period continues for the applicable period, Subsequent Step-Ups will occur and the Original Securities will from then bear Special Interest until the Registration Default Period is no longer continuing. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on April 15 and October 15 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. In connection with the cash payment of any Special Interest, the Company shall notify the Trustee (the "Special Interest Notice") on or before the later to occur of (i) the Company's registration statement (the "Registration Statement") under the Securities Act Regular Record Date preceding such payment of 1933any Special Interest, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or and (ii) the Registration Statement is declared effectivedate on which any such Special Interest begins to accrue, but shall thereafter cease of the amount of Special Interest to be effective (otherwise than paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date during any permitted Suspension Period described 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 Special Interest to be paid by the Company on such Interest Payment Date. If the Security is issued in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed form of a Global Security, payments of the principal of (and declared effectivepremium, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iif any) and (ii), but excluding any permitted Suspension Period described interest on this Security shall be made in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition immediately available funds to the stated rate Depositary. If the Securities are issued in certificated form, the principal of (and premium, if any) and interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest Securities shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at the office or agency of the Company in Xxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx Xxxx Xxxx, Xxxx and the Borough of Manhattan, The City of New York maintained for such increased rate until purpose and at any other office or agency maintained by the Company for such time (purpose; PROVIDED, HOWEVER, that at the "Subsequent Step Down Date") option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress 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. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve. 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 and redemptions.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $517,500,00050,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.03, 3053.04, 306 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 906 or 11.08. Additional Securities may be issued under the Indenture in connection compliance with a Designated Event Offer pursuant to Section 1201Sections 3.03 and 10.08. The Securities shall be known and designated as the "5 3/4“6.00% Convertible Subordinated Senior Notes due 2009" 2017” of the Company. The Stated Maturity of the Securities shall be January 15June 30, 2009. The 2017, and the Securities shall each bear interest at the rate of 5 3/46.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from January 12May 10, 2001 2013 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on January May 15 and July November 15 in each year, commencing November 15, commencing July 15, 20012013, until the principal thereof is paid or made available duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for paymentsuch purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, if (i) that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company's registration statement (. At the "Registration Statement") under election of the Company, the entire Indebtedness on the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount certain of the Securities, for the period from the occurrence Company’s obligations and covenants and certain Events of the Registration Default until such time (the "Step-Down Date") thereunder may be defeased as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Four.

Title and Terms. There shall be a series of Securities designated as the “7.50% Senior Notes due 2014” of the Company. Their Stated Maturity shall be January 15, 2014, and they shall bear interest at the rate of 7.50% per annum. Interest on the Securities of this series will be payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2009, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Twenty-First Supplemental Indenture is initially limited to $517,500,000600,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201303 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 rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, or except for the first payment of interest following the issue date of the Additional 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 shall of this series will be known and designated as represented by one or more Global Securities representing the "5 3/4% Convertible Subordinated Notes due 2009" entire $600,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be the office or agency of the Securities Company in the City of Cincinnati, State of Ohio, maintained for such purpose, which shall be January 15, 2009. The Securities shall bear interest the Corporate Trust Office of the Trustee and at any other office or agency maintained by the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available Company for paymentsuch purpose; provided, however, if (ithat at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company as provided in this Twenty-First Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Company's registration statement (the "Registration Statement") under Indenture shall not be applicable to the Securities Act of 1933, as amended (this series. The Securities of this series are subject to defeasance at the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for the period from the occurrence of the Registration Default until such time (the "StepCompany as provided in this Twenty-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isFirst Supplemental Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $517,500,000___________ (or $___________ if the Over-allotment Option set forth in Section 2 of the Underwriting Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered upon registration of transfer ofpursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. previously authenticated and delivered under this Indenture. (1) The Securities shall be known and designated as the "5 3/4__% Convertible Subordinated Notes due 2009February __, 2008" of the Company. The Their Stated Maturity of the Securities shall be January 15February __, 2009. The Securities 2008 and they shall bear interest at the rate of 5 3/4% per annumon their principal amount from February __, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be2001, payable semi-annually in arrears on January 15 February __ and July 15August __ in each year, commencing July 15August __, 2001, at the rate of __% per annum until the principal thereof is paid or made available for paymentdue and at the rate of __% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; provided, however, that payments shall only be made on a Business Day as provided in Section 1.12. The principal of, premium, if (i) the Company's registration statement (the "Registration Statement") under any, and interest on the Securities Act of 1933, shall be payable as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described provided in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions form of Securities set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii)Section 2.2, but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate Repurchase Price, whether payable in cash or in shares of such interest Common Stock, shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time on or after the third Business Day after February __, 2004, in whole or in part, subject to the conditions and as otherwise provided in Article XI and in the form of Security set forth in Section 2.2. The Securities shall be convertible as provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subject to repurchase by the "Subsequent Step Down Date") Company at the option of the Holders as such Registration Default isprovided in Article XIV.

Title and Terms. The Notes shall be known and designated as the “7.00% Convertible Senior Notes due 2011” of the Company. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $517,500,000, 18,000,000; except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities Notes pursuant to Section 3042.7, 3052.8, 306 2.9, 2.12, 7.5, 10.7, 11.1 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.2 hereof. The Securities Notes shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company$1,000 or integral multiples thereof. The Stated Maturity of the Securities Notes shall be January 15mature on September 1, 20092011. The Securities Interest shall bear interest accrue from November 1, 2006 at the rate of 5 3/4% Interest Rate per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, annum until the principal thereof is paid or made available for payment; providedpayment pursuant to the terms of this Indenture. Interest shall be payable semiannually in arrears on March 1 and September 1 in each year, howevercommencing March 1, 2007. The “Interest Rate” shall be equal to 7.00% per annum unless and until an FDA Approval Event shall have occurred, and thereafter, as of the date of public disclosure of such FDA Approval Event, 4.00% per annum. In the event the interest rate is reduced to 4.00% because of an FDA Approval Event, the Company shall provide notice of such reduction to the Trustee in accordance with Section 13.2 of this Indenture. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months, and, in the case of a partial month, the actual number of days elapsed. Except as provided below in this paragraph, a Holder of any Note shall not be entitled to receive any interest (including Additional Interest, if any) that has accrued on such Note if such Note is converted into Common Stock on any day other than an Interest Payment Date. By delivering to the Holder of any Note that is converted into Common Stock the number of shares issuable upon conversion, together with a cash payment, if any, in lieu of fractional shares, the Company shall be deemed to have satisfied its obligation with respect to such Note. Accordingly, accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited. If a Holder of any Note converts such Note after a Regular Record Date but prior to the corresponding Interest Payment Date, such Holder shall be entitled to receive on the Interest Payment Date interest accrued and paid on such Note, notwithstanding the conversion of such Note prior to such Interest Payment Date. However, at the time such Holder surrenders such Note for conversion, such Holder shall pay the Company an amount equal to the interest (including Additional Interest, if any) that will be paid on the Notes being converted on the Interest Payment Date. The preceding sentence does not apply to Notes that are converted after being called by the Company for redemption. In the event that the Company calls any Notes for redemption on a date that is after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, and prior to the redemption date a Holder of any Note chooses to convert such Note, such Holder shall not be required to pay the Company at the time such Holder surrenders such Note for conversion the amount of interest on such Note such Holder shall be entitled to receive on the date that has been fixed for redemption. Accrued but unpaid interest will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. Notwithstanding anything to the contrary in the foregoing, for any conversion of any Note by a Holder prior to October 31, 2008, such Holder shall be entitled to receive interest upon such conversion in accordance with Section 12.1 hereof. Principal of, and premium, if any, and interest on, Global Notes shall be payable to the Depositary in immediately available funds. Principal and premium, if any, and interest on maturity, on Physical Notes shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Notes (other than at maturity) will be payable by (i) U.S. Dollar check drawn on a bank in The City of New York mailed to the Company's registration statement (address of the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001Holder, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition application to the stated rate Registrar not later than the relevant Record Date by a Holder, of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Notes shall be redeemable at the option of the Securities, for Company as provided in Article 10 hereof. The Notes shall have a Repurchase Right exercisable at the period from the occurrence option of the Registration Default until such time (the "Step-Down Date") Holders as no Registration Default is provided in effect and the per annum rate of such interest Article 11 hereof. The Notes shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (be convertible as provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 12 hereof.

Title and Terms. The Notes shall be known and designated as the “3.700% Senior Notes due 2049” of the Company. The entire unpaid principal amount of each Note shall become due and payable to the Holder thereof on November 15, 2049 (the “Maturity Date”). Interest shall accrue on the 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 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 purposes of this Supplemental Indenture), until the principal thereof is paid or duly provided for. Interest 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 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 Securities which the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$1,000,000,000 is limited to $517,500,000being issued, except for Securities 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 Securities Notes pursuant to Section 304204, 305205, 306 206, 207, 208, 806, 1008 or 906 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 in connection 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 Designated Event Offer pursuant to Section 1201single Series with the Notes initially issued. The Securities Notes shall be known and designated as unsecured, unsubordinated obligations of the "5 3/4% Convertible Subordinated Notes due 2009" Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Stated Maturity 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 Securities shall be January 15, 2009. The Securities shall bear interest Company at the rate of 5 3/4% per annumprices, from January 12, 2001 or from at the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually times and on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the 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 the option of a Holder of the Notes except as provided in Article Six hereof. The Notes shall be subject to the covenants (and the related definitions) set forth in Articles Seven and Nine of the Registration Rights Agreement (each such event referred Indenture and, except as otherwise provided herein, to in clauses (i) and (ii), but excluding any permitted Suspension Period described other covenant in the Registration Rights AgreementIndenture, a "Registration Default"), then interest will accrue (in addition and to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Securities, for Company under the period from Notes shall be fully and unconditionally guaranteed by the occurrence of Guarantor to the Registration Default until such time (the "Step-Down Date") as no Registration Default is extent set forth in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Seven hereof.

Title and Terms. The aggregate principal amount of Securities Debentures which may be authenticated and delivered under this Indenture is limited to $517,500,00051,750,000, except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu ofof other Debentures, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201as provided herein. The Securities Debentures shall be known and designated as the "5 3/4% 7%% Convertible Subordinated Notes due 2009Debentures Due 2011" of the Company. The Their Stated Maturity of the Securities shall be January April 15, 2009. The Securities 2011, and they shall bear interest as set forth below, payable semi- annually on April 15 and October 15 of each year, at the rate set forth in the preceding sentence, until payment of 5 3/4% per annumthe principal thereof shall be made or duly provided for. Each Debenture shall be dated the date of its authentication and, except as otherwise provided in this SECTION 3.01, shall bear interest, payable semi- annually on April 15 and October 15 of each year, commencing October 15, 1986, from January 12, 2001 or from the most recent immediately preceding Interest Payment Date thereafter to which interest on the Debenture has been paid or, if no interest has been paid on the Debentures, from April 3, 1986 to the current Interest Payment Date; provided, however, that with respect to any Debenture or portion thereof redeemed by the Company in accordance with Article XI, interest on such Debenture or portion thereof so redeemed shall only be paid to the applicable Redemption Date. Each Debenture authenticated after the Regular Record Date for any Interest Payment Date but prior to such Interest Payment Date shall be dated the date of its authentication but, if there is no existing default in the payment of interest on the Debentures, such Debentures shall bear interest from such Interest Payment Date; provided, however, that if and to the extent that the Company shall default in the payment of the interest due on any Interest Payment Date, then all such Debentures shall bear interest from the immediately preceding Interest Payment Date to which interest has been paid, unless no interest has been paid or duly provided for, as on the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effectiveDebentures, in each which case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii)from April 3, but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition 1986 to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down current Interest Payment Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default is.

Title and Terms. There shall be a series of Securities designated as the “6.150% Senior Notes due 2020” of the Company. Their Stated Maturity shall be January 15, 2020, and they shall bear interest at the rate of 6.150% per annum. Interest on the Securities of this series will be payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2008, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Eighteenth Supplemental Indenture is initially limited to $517,500,000750,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201303 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 rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, or except for the first payment of interest following the issue date of the Additional 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 shall of this series will be known and designated as represented by one or more Global Securities representing the "5 3/4% Convertible Subordinated Notes due 2009" entire $750,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be the office or agency of the Securities Company in the City of Cincinnati, State of Ohio, maintained for such purpose, which shall be January 15, 2009. The Securities shall bear interest the Corporate Trust Office of the Trustee and at any other office or agency maintained by the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available Company for paymentsuch purpose; provided, however, if (ithat at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company as provided in this Eighteenth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Company's registration statement (the "Registration Statement") under Indenture shall not be applicable to the Securities Act of 1933, as amended (this series. The Securities of this series are subject to defeasance at the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthis Eighteenth Supplemental Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000400,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906 or 906 1108 or in connection with a Designated Event an Offer to Purchase pursuant to Section 12011013 or 1016. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Original Securities and Exchange Securities Outstanding exceed $400,000,000. The Securities shall be known and designated as the "5 3/410 1/2% Convertible Subordinated Senior Notes due 2009" of the Company. The Stated Maturity of the Securities shall be January 15December 1, 2009. The Securities shall bear interest at the rate of 5 3/410 1/2% per annum, from January 12November 17, 2001 1999 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 June 1 and July 15December 1, commencing July 15June 1, 20012000, until the principal thereof is paid or made available for payment; providedPROVIDED, howeverHOWEVER, with respect to Original Securities, if (i) there has been a Registration Default, a Step-Up will occur and the Company's registration statement (Original Securities will from then bear Additional Interest until the "Step-Down Date and, if either the Exchange Offer has not been consummated or, if applicable, the Resale Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale Statement has not become or been declared effective effective, in each case, by July 11April 30, 20012000, a Subsequent Step-Up will occur and the Original Securities will from then bear Additional Interest until the Subsequent Step-Down Date. Accrued Additional Interest, if any, shall be paid in cash in arrears semi-annually on June 1 and December 1 in each year, and the amount of accrued Additional Interest shall be determined on the basis of the number of days actually elapsed. In connection with the cash payment of any Additional Interest, the Company shall notify the Trustee (the "Additional Interest Notice") on or before the later to occur of (i) the Regular Record Date preceding such payment of any Additional Interest, and (ii) the Registration Statement is declared effectivedate on which any such Additional Interest begins to accrue, but shall thereafter cease of the amount of Additional Interest to be effective (otherwise than during any permitted Suspension Period described in paid by the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest Company on the Securities) (next Interest Payment Date. In the "Step-Up") at a rate event of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "a Step-Down Date") as no Registration Default Date during the period between the date on which the Additional Interest Notice is in effect given and the next Interest Payment Date, the Company shall so notify the Trustee and shall provide the Trustee with the revised amount of Additional Interest to be paid by the Company on such Interest Payment Date. In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 10 1/2% per annum rate (to the extent that the payment of such interest shall increase (be legally enforceable), and shall accrue from the "Subsequent Step-Up") by an additional 0.25% per annum date of such demand for each subsequent 90-day period during which a Registration Default continues (payment to the date payment of such interest has been made or duly provided that the Step-Up for, and all Subsequent Step-Up such interest rates on unpaid interest shall not exceed 0.5% per annum also be payable on demand. If this Security is issued in the aggregateform of a Global Security, payments of the principal of (and premium, if any) and Liquidated Damages will interest on this Security shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, maintained for such increased rate until purpose and at any other office or agency maintained by the Company for such time (purpose; PROVIDED, HOWEVER, that at the "Subsequent Step Down Date") option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress shall appear in the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. 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 Company as provided in Article Twelve. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is limited to $517,500,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 308, 516, 908, 1108 or 906 or in connection with a Designated Event Offer pursuant to Section 12011111. The Initial Securities shall be known and designated as the "5 3/45.500% Convertible Subordinated Senior (Secured) Second Priority Notes due 20092014" and the Exchange Securities shall be known and designated as the "5.500% Exchange Senior (Secured) Second Priority Notes due 2014", in each case, of the Company. The Stated Maturity of the Securities shall be January March 15, 2009. The Securities 2014 and they shall bear interest at the rate of 5 3/45.500% per annumannum from and including March 11, from January 122004, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on September 15, payable 2004 and semi-annually thereafter on January March 15 and July 15, commencing July 15, 2001September 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for paymentsuch purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, if (i) that, at the option of the Company's registration statement , interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (the "Registration Statement") under the Securities Act of 1933and premium, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iif any) and (ii)interest on Securities, but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition Holders of which have given wire transfer instructions to the stated rate of interest on Company or the Securities) (Paying Agent at least 10 Business Days prior to the "Step-Up") applicable payment date and hold at a rate of 0.25% per annum, determined daily, on the least U.S.$1,000,000 in principal amount of the Securities, for will be required to be made by wire transfer of immediately available funds to the period from accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the occurrence Company or the Paying Agent shall remain in 37 effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Registration Default until such Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time (to time by the "Step-Down Date") Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as no Registration Default is in effect and to status, redemption or otherwise as the per annum rate Securities originally issued. Any Additional Securities shall be issued with the benefit of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isindenture supplemental to this Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered from time to time under this Indenture is limited to $517,500,000U.S.$66,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.6, 306 8.5, 10.8, 11.2 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.3(5). The Securities shall be known and designated as the "5 3/46% Senior Convertible Subordinated Notes due 20092010" of the Company. The Their Stated Maturity of the Securities shall be January 15June 12, 20092010, and the Maturity Amount shall be payable on or before the fifth Business Day after June 12, 2010. The Securities shall bear interest on their principal amount from May 12, 2006, payable in arrears commencing December 12, 2006 and thereafter semi-annually on June 12 and December 12 in each year, at the rate of 5 3/46% per annumannum until the Maturity Amount thereof is due and at the rate of 6% on any unpaid principal amount (but, from January for the avoidance of doubt, not on the Maturity Amount) after June 12, 2001 or from 2010 until paid, and, to the most recent Interest Payment Date thereafter to which extent permitted by law, on any unpaid interest has been paid or duly amount after June 12, 2010 until paid; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided for, as the case may be, payable semi-annually in Section 1.12. The Accreted Value of and interest on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, shall be payable as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described provided in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed forms of Securities set forth in EXHIBIT A and declared effectiveEXHIBIT B and in this Indenture. The Company may, in each case upon subject to the terms and conditions set forth in Section 3.11, elect to repay the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount Maturity Amount of the SecuritiesSecurities on or before the fifth Business Day following the Maturity Date, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest whole or in part, in Ordinary Shares or ADSs. Any Redemption Price or Repurchase Price, whether payable in cash or in Ordinary Shares or ADSs, shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time places as are identified in the notice of redemption delivered pursuant to Section 10.5 or the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "PLACE OF PAYMENT"). The Securities shall be redeemable at the option of the Company, as provided in Article 10 and Article 13 and in the form of Securities set forth in EXHIBIT A and EXHIBIT B. The Securities shall be convertible as provided in Article 11 (any city in which any Conversion Agent is located being herein called a "Subsequent Step Down DatePLACE OF CONVERSION") ). The Securities shall be senior, unsecured obligations of the Company and shall rank PARI PASSU to all present and future indebtedness of the Company. The Securities shall be subject to repurchase by the Company at the option of the Holders as such Registration Default isprovided in Article 12.

Title and Terms. The Securities shall be known and designated as the “3¼% Senior Subordinated Convertible Notes due 2013” of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000130,000,000 (or $149,500,000 if the option set forth in Section 2(b) of the Purchase Agreement is exercised in full), except for Securities securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 3042.7, 3052.8, 306 2.12, 7.5, 10.7, 11.1 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.2 hereof. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company. The Stated Maturity of the Securities shall be January 15, 2009$1,000 or integral multiples thereof. The Securities shall bear interest mature on August 16, 2013. Interest shall accrue from July 1, 2005 at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, Rate until the principal thereof is paid or made available for payment; provided. Interest shall be payable semiannually in arrears on February 16 and August 16 of each year, howevercommencing February 16, 2006. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month. A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest on such Security on the corresponding Interest Payment Date. If the Company is required by law to withhold any taxes with respect to a deemed distribution to a Holder resulting from a Conversion Rate adjustment, such taxes may be withheld from interest payments made to such Holder on or after the date of such Conversion Price adjustment. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest on the principal amount of such Security on such Interest Payment Date, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security 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 the Company an amount equal to the interest on the principal amount of such Security so converted (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion), which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (b) with respect to which the Company has specified a Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the Company's registration statement (city where the "Registration Statement") under Corporate Trust Office of the Securities Act Trustee is located mailed to the address of 1933, the Person entitled thereto as amended (such address shall appear in the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001Register, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition application to the stated rate Registrar not later than the relevant Record Date by a Holder of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Securities shall be redeemable at the option of the Securities, for Company as provided in Article 10 hereof. The Securities shall have the period from repurchase rights exercisable at the occurrence option of Holders as provided in Article 11 hereof. The Securities shall be convertible as provided in Article 12 hereof. The Securities shall be subordinated in right of payment to Senior Debt of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 13 hereof.

Title and Terms. The Securities shall be known and designated as the "1.0% Convertible Senior Notes due 2035" of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,00075,000,000 (or $100,000,000 if the option set forth in Section 2(b) of the Purchase Agreement is exercised in full), except for Add On Securities issued in accordance with Section 2.22 and securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 3042.03, 3052.07, 306 2.08, 2.09, 2.12, 2.14, 7.05, 10.07, 11.01 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.02 hereof. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company. The Stated Maturity of the Securities shall be January 15, 2009$1,000 or integral multiples thereof. The Securities shall bear interest mature on March 15, 2035. Interest shall accrue from March 23, 2005 at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, Rate until the principal thereof is paid or made available for payment; provided, however. Interest (including Liquidated Damages and Additional Tax Amounts, if any) shall be payable semiannually in arrears on March 15 and September 15 of each year, commencing September 15, 2005. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month. Subject to Section 2.17, a Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Liquidated Damages and Additional Tax Amounts, if any) on such Security on the corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest (including Liquidated Damages and Additional Tax Amounts, if any) on the principal amount of such Security on such Interest Payment Date, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security 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 the Company an amount equal to the interest (excluding Liquidated Damages and Additional Tax Amounts, if any) on the principal amount of such Security so converted (but excluding any Defaulted Interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion), which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.04 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date (or on or between March 15, 2008 and March 20, 2008 or on or between March 15, 2010 and March 20, 2010), or (b) with respect to which the Company has specified a Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date in either case, shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the Company's registration statement (city where the "Registration Statement") under Corporate Trust Office of the Securities Act Trustee is located mailed to the address of 1933, the Person entitled thereto as amended (such address shall appear in the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001Register, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition application to the stated rate Registrar not later than the relevant Record Date by a Holder of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the an aggregate principal amount of Securities in excess of $5,000,000, wire transfer in immediately available funds. The Securities shall be redeemable at the Securities, for the period from the occurrence option of the Registration Default until such time (Company as provided in Article 10 hereof. The Securities shall have the "Step-Down Date") Purchase Rights exercisable at the option of Holders as no Registration Default is provided in effect and the per annum rate of such interest Article 11 hereof. The Securities shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (be convertible as provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 12 hereof.

Title and Terms. The Securities shall be issued in exchange for the outstanding Preferred Shares in accordance with the terms thereof. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000an amount not to exceed the aggregate liquidation preference of the outstanding Preferred Shares at the Issue Date, except for Securities authenticated and delivered as Secondary Securities pursuant to the fourth paragraph of this Section and Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906 or 906 1108 or in connection with a Designated Event an Offer to Purchase pursuant to Section 12011013 or 1016. If prior to the Issue Date the Company has not exchanged the Preferred Shares initially issued for Preferred Shares registered under the Securities Act pursuant to the Exchange Offer, the Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Original Securities and Exchange Securities Outstanding exceed an amount not to exceed the sum of the aggregate liquidation preference of the outstanding Preferred Shares at the Issue Date plus the aggregate principal amount of Secondary Securities issued in accordance herewith. The Securities shall be known and designated as the "5 3/414% Convertible Senior Subordinated Notes due 2009" of the Company. The Stated Maturity of the Securities shall be January 15February 1, 2009. The Securities shall bear interest at the rate of 5 3/414% per annum, from January 12, 2001 the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 February 1 and July 15August 1, commencing July 15, 2001, the first such date after the Issue Date until the principal thereof is paid or made available for payment. In addition, in the event of any Registration Default, Special Interest will accrue and be payable on the Securities upon the terms of, and in the manner provided by, the Exchange and Registration Rights Agreement, the terms of which are hereby incorporated by reference and made a part hereof. Accrued Special Interest, if any, shall be paid in arrears semi-annually on February 1 and August 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed and computed as provided in Section 310. In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 1% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on unpaid interest shall also be payable on demand. On each Interest Payment Date occurring on or prior to February 1, 2002, the Company may, at its option, in lieu of the payment in cash of any portion of interest due and payable on such Interest Payment Date, by giving notice to the Trustee not less than 10 nor more than 30 days prior to the Regular Record Date for such Interest Payment Date, execute, and deliver to the Trustee for authentication, together with a Company Order given not less than 10 nor more than 30 days prior to such Interest Payment Date for the authentication and delivery of additional Securities dated such Interest Payment Date in an aggregate principal amount equal to such portion of interest; and the Trustee in accordance with such Company Order shall authenticate and deliver to the Holders of record on such Regular Record Date such additional Securities requested in such Company Order (such duly executed and authenticated additional Securities being of the same series as the Securities and referred to herein as "Secondary Securities"), and the due issuance of such Secondary Securities shall constitute full payment of such portion of interest; provided, however, if (i) that interest shall not so be payable in whole or part in Secondary Securities in lieu of cash from and after the Company's registration statement (date of any deposit of money pursuant to Section 401 or the "Registration Statement") under defeasance or covenant defeasance of the Securities Act pursuant to Article Twelve. The Company shall pay interest on each Secondary Security from the Interest Payment Date to which its issuance relates. Each issuance of 1933, as amended (Secondary Securities in lieu of the "Securities Act") registering this Security for resale has not become payment in cash of all or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate portion of interest on the Securities shall be made pro rata with respect to the Outstanding Securities. All Secondary Securities shall be issued in the same series as the Securities originally issued pursuant to the Indenture, and all Holders of Secondary Securities shall be treated as Holders of Securities for any and all purposes of any Act of Holders or of other action of Holders or otherwise pursuant to this Indenture except as may otherwise be required by law. Any such Secondary Securities shall be governed by the Indenture and the terms of each such Secondary Security shall be identical to the terms of this Security except with respect to, as the case may be, the designation of such Secondary Security (which may (but need not) indicate the Interest Payment Date of its original issuance), its aggregate principal amount, its CUSIP number or other required identifications, any required legends (including with respect to taxation) and the "Step-Up"date from which interest accrues and except as may otherwise be required by law. Notwithstanding the foregoing, Secondary Securities may be issued on any given Interest Payment Date in separate series if such is required pursuant to a change in law after the Issue Date, and, in such event, the Holders of Secondary Securities shall continue to be treated in all respects as Holders of Securities for all purposes of this Indenture (including with respect to any Act of Holders or any other action of Holders or otherwise pursuant to this Indenture) at a rate except as required by such change in law. The principal of 0.25% per annumand premium, determined dailyif any, and interest on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest Securities shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, maintained for such increased rate until purpose and at any other office or agency maintained by the Company for such time (purpose; provided, however, that at the "Subsequent Step Down Date") option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress shall appear in the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Securities shall not have the benefit of any sinking fund obligations. Unless provided pursuant to clause (8) of Section 901 following a Covenant Amendment, the Securities shall not be redeemable at the option of the Company. The Securities shall be subject to defeasance at the option of the Company as provided in Article Twelve. The Securities shall be subordinated in right of payment to Senior Debt as provided in Article Thirteen. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under this Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. (a) The Securities shall be known and designated as the "4.33% NOTES SERIES A DUE 2009" and the "4.33% NOTES EXCHANGE SERIES A DUE 2009" (the "Exchange Securities") of the Company. The Securities shall be issuable in denominations of $1,000 or integral multiples thereof. The limit upon the aggregate principal amount of the 4.33% Notes Series A due 2009 which may be authenticated and delivered pursuant to Section 203 hereof shall be $201,000,000; the limit upon the aggregate principal amount of the Exchange Securities which may be authenticated and delivered under this Indenture is limited pursuant to Section 203 hereof shall be $517,500,000201,000,000; and at all times, the limit of the aggregate principal amount of the 4.33% Notes Series A due 2009 plus the Exchange Securities shall be $201,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 304Sections 205, 305206, 306 207 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. 1206. (b) The Securities shall be known and designated as mature on the "5 3/4% Convertible Subordinated Notes due 2009" date of the Company. The Stated Maturity of Maturity. (c) Interest on the Securities shall be January 15, 2009. The Securities shall bear interest accrue at the rate of 5 3/44.33% per annum, annum from January 12, 2001 and including the Original Issue Date or from and including the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, for until the principal thereof is paid or made available for payment; provided. Interest shall be paid semi-annually in arrears on each Interest Payment Date. In addition, however, if (i) the Company's registration statement (the "Registration Statement") under Additional Interest may accrue on the Securities Act of 1933, as amended (and be payable at the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) times and in the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period circumstances described in the Registration Rights Agreement. (d) without being succeeded promptly A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest and Additional Interest, if any, on such Security on the corresponding Interest Payment Date. (e) Principal of, interest, and Additional Interest, if any, on Global Securities shall be payable to DTC in immediately available funds. (f) Principal and interest on Definitive Securities shall be payable in immediately available funds at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee; provided, that interest and Additional Interest, if any, on Definitive Securities shall be payable at the Company's option (A) to Holders having an aggregate principal amount of Securities of $2,000,000 or less, by an additional registration statement filed and declared effective, in each case upon check mailed to the terms and conditions Holders of such Securities at the address therefor set forth in the Registration Rights Agreement Security Register and (B) to Holders having an aggregate principal amount of Securities of more than $2,000,000, either by check mailed to each such event referred Holder at the address therefor set forth in the Security Register or, upon application by any such Holder to the Security Registrar not later than the relevant Regular Record Date, by wire transfer in clauses immediately available funds to that Holder's account within the United States specified in such application, which application shall remain in effect until the Holder notifies, in writing, the Security Registrar to the contrary. (g) The Securities shall not be redeemable. (h) The Securities shall be guaranteed as to payment by the Guarantor as provided in Article Eight; provided that nothing herein shall require the Guarantee to be endorsed on any Security and the failure to so endorse a Guarantee thereon shall not impair the validity or enforceability of the Guarantee with respect to any such Security. (i) and (ii), but excluding any permitted Suspension Period described The Securities shall initially be issued in the Registration Rights Agreementform of one or more Global Securities. (j) The Securities shall be in substantially the form of Exhibit A hereto with such appropriate insertions, a "Registration Default")omissions, then interest will accrue (in addition legends, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the stated rate rules of interest on any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount as evidenced by their execution of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default is.

Title and Terms. (a) The Securities shall be known and designated as the "6.50% Convertible Subordinated Notes due 2007" of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000240,000,000, except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 3042.7, 3052.8, 306 2.9, 2.12, 7.5, 10.7, 11.1 or 906 or in connection with a Designated Event Offer Securities converted into Common Shares pursuant to Section 120112.2. The Securities shall be known and designated as issuable in denominations of $1,000 or integral multiples thereof. (b) The Securities shall mature on June 1, 2007, unless earlier redeemed at the "5 3/4% Convertible Subordinated Notes due 2009" option of the Company. The Stated Maturity Company pursuant to Article 10, repurchased by the Company at the option of the Holder pursuant to Article 11 or converted by the Holder pursuant to Article 12. (c) Interest on the Securities shall accrue from May 31, 2001 at the Interest Rate until the principal of the Securities shall be January 15, 2009. The Securities shall bear interest at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if . Interest shall be payable semiannually in arrears on each Interest Payment Date. (d) Interest on the Securities shall be computed (i) for any full semi-annual period for which a particular Interest Rate is applicable, on the Companybasis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable for less than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of 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. (e) A Holder of any Security at the Registrar's registration statement close of business on a Regular Record Date shall be entitled to receive interest (including Additional Amounts, if any) on such Security on the "Registration Statement"corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) under shall be entitled to receive interest (including Additional Amounts, if any) on the Securities Act principal amount of 1933such Security, as amended (notwithstanding the "Securities Act") registering this conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security for resale conversion during the period beginning at the Registrar's 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 the Company an amount equal to the interest (including Additional Amounts, if any) on the principal amount of such Security so converted, which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 shall be entitled to receive (and retain) such interest (including Additional Amounts, if any) and need not become pay the Company an amount equal to the interest (including Additional Amounts, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. (f) Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. (g) Principal and premium, if any, on Physical Securities shall be payable at the office or been declared effective agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest (including Additional Amounts, if any) on Physical Securities will be payable by July 11, 2001(i) U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registration Statement is declared effectiveRegistrar not later than the relevant Record Date by a Holder of an aggregate principal amount of Securities in excess of $5,000,000, but wire transfer in immediately available funds, which application shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described remain in effect until the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effectiveHolder notifies, in each case upon writing, the terms and conditions set forth Registrar to the contrary. (h) The Securities shall be redeemable at the option of the Company as provided in the Registration Rights Agreement (each such event referred to in clauses Article 10. (i) and The Securities shall be repurchaseable by the Company at the option of Holders as provided in Article 11. (ii), but excluding any permitted Suspension Period described in j) The Securities shall be convertible at the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") Holders as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 12.

Title and Terms. The aggregate principal amount of Securities which Debentures that may be authenticated and delivered under this Indenture is limited to the sum of $517,500,000[-], except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201906. The Securities Debentures shall be known and designated as the "5 3/4% Convertible [-]% Junior Subordinated Notes due 2009Debentures Due [-]" of the Company. The Their Stated Maturity of the Securities shall be January 15[-], 2009. The Securities and they shall bear interest at the rate of 5 3/4% [-]% per annum, from January 12[-], 2001 or from the most recent Interest Payment Date thereafter (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January 15 March 31, June 30, September 30 and July 15December 31 (each an "Interest Payment Date") of each year, commencing July 15[-], 2001, 2001 until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name such Debenture (or one or more Predecessor Debentures) is registered at the close of business on the regular record date for such interest installment, which, in respect of any Debentures of which the Property Trustee is the Holder or a Global Debenture, shall be the close of business on the Business Day next preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if the Trust Preferred Securities are no longer in book-entry only form or, except if the Debentures are held by the Property Trustee, the Debentures are not represented by a Global Debenture, the regular record date for such interest installment shall be the close of business on the date which is 15 days prior to each Interest Payment Date (such record date, the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of [-]% per annum on any interest installment in arrears or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of and interest on the Debentures shall be payable at the office or agency of the Company in the United States maintained for such purpose and at 18 any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, Register. The Debentures shall be redeemable as provided in each case upon the terms and conditions set forth Article Eleven hereof. The Debentures shall be subordinated in the Registration Rights Agreement (each such event referred right of payment to Senior Debt as provided in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Twelve hereof.

Title and Terms. There is hereby created under the Indenture a series of Securities known and designated as the "7% Exchangeable Notes Due 2000" of the Company. The aggregate principal amount of Securities which SAILS that may be authenticated and delivered under this Indenture is limited to $517,500,000479,953,687.50, except for Securities SAILS authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities SAILS pursuant to Section 304Sections 2.8, 305, 306 2.9 or 906 or in connection with a Designated Event Offer pursuant to Section 12012.11 of the Indenture. The Securities stated maturity for payment of principal of the SAILS shall be known August 1, 2000 ("Stated Maturity") and designated as the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. The Stated Maturity of the Securities shall be January 15, 2009. The Securities SAILS shall bear interest on the principal amount at the rate of 5 3/47% per annum, from January 12, 2001 the date of original issuance or from the most recent Interest Payment Date thereafter interest payment date to which interest has been paid or duly provided for, as payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (commencing November 1, 1997), to the case may bepersons in whose names the SAILS (or any predecessor securities) are registered at the close of business on the 15th day of the calendar month immediately preceding such interest payment date, provided that interest payable semi-annually on January 15 and July 15, commencing July 15, 2001, until at Maturity shall be payable to the person to whom the principal thereof is paid payable. The SAILS shall be issuable in denominations of $61.9375 and any integral multiple thereof. The SAILS shall be initially issued in the form of one or made available more Global Securities and the Depositary for payment; providedthe SAILS shall be The Depository Trust Company, howeverNew York, if (iNew York. The SAILS shall not be redeemable prior to their Stated Maturity. The SAILS shall not be subject to any sinking fund. The Company shall not be obligated to pay any additional amount on the SAILS in respect of taxes, except as otherwise provided in Sections 2.06 and 3.01 hereof. The form of SAILS attached hereto as Exhibit A is hereby adopted, pursuant to Sections 2.1, 2.14 and 8.1(e) of the Company's registration statement (the "Registration Statement") under the Securities Act of 1933Indenture, as amended (the "a form of Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but of a series that consists of SAILS. The SAILS shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described mandatorily exchangeable as provided in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isSection 2.02 hereof.

Title and Terms. (a) The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to the sum of (a) $517,500,000464,000,000 plus (b) such aggregate principal amount (which may not exceed $71,000,000 aggregate principal amount of Securities, if any, as shall be purchased by the Trust pursuant to an option granted by the Trust in accordance with the terms and provisions of the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 306 3.06, 3.07, 9.06, 11.09 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. 13.01. (b) The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009Debentures Due August 1, 2030" of the Company. The Their Stated Maturity of the Securities shall be January 15August 1, 2009. The Securities 2030, and they shall bear interest at the rate of 5 3/4% per annumApplicable Rate, from January 12August 9, 2001 2000, or from the most recent Interest Payment Date thereafter (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January 15 February 1, May 1, August 1 and July 15November 1 (each an "Interest Payment Date") of each year, commencing July 15November 1, 2001, 2000 until the principal thereof is paid or made available for payment, and said interest shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the fifteenth day of each January, April, July and October next preceding the applicable Interest Payment Date (the "Regular Record Date"). If the Reset Date is prior to the Regular Record Date for the immediately following Interest Payment Date, then interest and Additional Amounts, if any, accrued from and after the Reset Date to but excluding the immediately following Interest Payment Date shall be paid on such Interest Payment Date to the Person in whose name each Security is registered on the relevant Regular Record Date, subject to the right of the Company to initiate a Deferral Period. If the Reset Date is on or after the Regular Record Date for the immediately following Interest Payment Date, then (1) interest and Additional Amounts, if any, accrued from and after the Regular Record Date to but excluding the Reset Date shall be paid on the immediately following Interest Payment Date to the Person in whose name each Security is registered on the relevant Regular Record Date and (2) interest and Additional Amounts, if any, accrued from and after the Reset Date to but excluding the immediately following Interest Payment Date shall be paid on the second Interest Payment Date immediately following the Reset Date to the Person in whose name each Security is registered on the relevant Regular Record Date for such second Interest Payment Date, subject in each case to the right of the Company to initiate a Deferral Period. Interest will compound quarterly and will accrue at the Applicable Rate on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.13 hereof. (c) The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 30-day month. (d) If at any time (including upon the occurrence of a Tax Event) while the Property Trustee is the Holder of all the Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature ("Additional Sums") (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any case, subject to the provisions of Section 11.03 hereof, the Company will pay as additional amounts on the Securities held by the Property Trustee, such additional amounts ("Additional Amounts") as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges will be equal to the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. (e) The principal of and interest (and Additional Payments, if any) on the Securities shall be payable at the office or agency of the Company in New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, if (i) that at any time that the Company's registration statement (Property Trustee is not the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount sole holder of the Securities, for payment of interest may, at the period from the occurrence option of the Registration Default until Company, be made by check mailed to the address of the Person entitled thereto as such time address shall appear in the Security Register or by wire transfer to an account of such Person at a financial institution located in the United States, notice of which shall have been delivered to the Paying Agent at least ten days prior to the applicable Interest Payment Date. (f) The Securities shall be redeemable as provided in Article XI hereof. (g) The Securities shall be subordinated in right of payment to Senior Debt as provided in Article XII hereof. (h) The Securities shall be convertible as provided in Article XIII hereof. (i) The Securities shall rank pari passu with the "Step-Down Date") as no Registration Default is in effect Company's Convertible Subordinated Debentures due 2029 and issued pursuant to an indenture, dated November 2, 1999, between the Company and The Bank of New York and the per annum rate Company's Convertible Subordinated Debentures due 2030 and issued pursuant to an indenture, dated January 31, 2000, between the Company and The Bank of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isNew York.

Title and Terms. The Notes shall be known and designated as the “4.00% Senior Notes due 2022” of the Company. The entire unpaid principal amount of each Note shall become due and payable to the Holder thereof on June 6, 2022 (the “Maturity Date”). Interest shall accrue on the 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 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 purposes of this Supplemental Indenture), in equal installments, except for the first interest payment in the amount of $20.2191780833 per $1,000 principal amount of Notes payable on December 6, 2012, until the principal thereof is paid or duly provided for. Interest 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 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 Securities which the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$600,000,000 is limited to $517,500,000being issued, except for Securities 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 Securities Notes pursuant to Section 304204, 305205, 306 206, 207, 208, 806, 1008 or 906 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 in connection 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 Designated Event Offer pursuant to Section 1201single Series with the Notes initially issued. The Securities Notes shall be known and designated as unsecured, unsubordinated obligations of the "5 3/4% Convertible Subordinated Notes due 2009" Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Stated Maturity 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 Securities shall be January 15, 2009. The Securities shall bear interest Company at the rate of 5 3/4% per annumprices, from January 12, 2001 or from at the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually times and on January 15 and July 15, commencing July 15, 2001, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the 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 the option of a Holder of the Notes except as provided in Article Six hereof. The Notes shall be subject to the covenants (and the related definitions) set forth in Articles Seven and Nine of the Registration Rights Agreement (each such event referred Indenture and, except as otherwise provided herein, to in clauses (i) and (ii), but excluding any permitted Suspension Period described other covenant in the Registration Rights AgreementIndenture, a "Registration Default"), then interest will accrue (in addition and to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Securities, for Company under the period from Notes shall be fully and unconditionally guaranteed by the occurrence of Guarantor to the Registration Default until such time (the "Step-Down Date") as no Registration Default is extent set forth in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Seven hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201unlimited. The Securities shall be known and designated as the "5 3/411% Convertible Subordinated Senior Notes due 20092006" of the Company. The Their Stated Maturity of the Securities shall be January 15June 1, 2009. The Securities 2006, and they shall bear interest at the rate of 5 3/411% per annum, accruing in the first instance from January 12December 1, 2001 or from 2002 to June 1, 2003 (the most recent first Interest Payment Date Date) and continuing to accrue thereafter to which interest has been paid or duly provided for, as the case may be, and payable semi-annually on January 15 June 1 and July 15, commencing July 15, 2001December 1, until the principal thereof is paid or made available for payment; provided, however, with respect to Securities, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale there has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then additional interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the first 90-day period from immediately following the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and and, provided, further, that for each additional 90-day period that the Registration Default continues, the per annum rate of such interest Special Interest shall increase (the each such increase, an "Subsequent Additional Step-Up") by an additional 0.25% per annum up to a maximum aggregate amount of 1.00% per annum rate of Special Interest (i.e., for each subsequent 90-day period during which a Registration Default continues (provided that the combined Step-Up and all Subsequent any Additional Step-Up Up) until the Step-Down Date (after which the interest rates rate will be restored to its initial rate). Accrued Special Interest, if any, shall not exceed 0.5% per annum be paid in cash in arrears semi-annually on June 1 and December 1 in each year, the aggregateamount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed and computed as provided in Section 3.11. The principal of (and premium, if any) and Liquidated Damages will interest on the Securities shall be payable at the office or agency of the Company in the Borough of Manhattan, the City of New York maintained for such increased rate until purpose and at any other office or agency maintained by the Company for such time (purpose; provided, however, that at the "Subsequent Step Down Date") option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress shall appear in the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 10.14 and 10.16. The Securities shall be redeemable as provided in Article Eleven (and Article Twelve, with respect to Amortization Payments). The Securities shall be subject to Amortization Payments as provided in Article Twelve. The Securities shall be subject to defeasance at the option of the Company as provided in Article Thirteen. The Securities shall have the benefit of any guarantees issued specifically for the benefit of these Securities in accordance with Section 10.20 (including the guarantee issued by Millicom International Operations, B.V., dated May 8, 2003 attached to this Indenture as Annex E). Unless the context otherwise requires, the Securities issued hereunder shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders, redemption or Offer to Purchase.

Title and Terms. The aggregate principal amount of Securities which Debentures that may be authenticated and delivered under this Indenture is limited to the sum of (a) $517,500,000180,412,400 and (b) such aggregate principal amount (which may not exceed $27,061,900 if the over-allotment option is exercised) of Debentures, if any, as shall be purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of the Purchase Agreement, except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Section 3043.04, 3053.05, 306 3.06, 9.06, 11.09 or 906 or in connection with a Designated Event Offer pursuant to Section 120113.02. The Securities Debentures shall be known and designated as the "5 3/46-5/8% Convertible Junior Subordinated Notes Debentures due 20092026" of the Company. The Their Stated Maturity of the Securities shall be January 15December 1, 2009. The Securities 2026, and they shall bear interest at the rate of 5 3/46.625% per annumannum (subject to adjustment in the event the Shelf Registration Statement is not filed or is not declared effective within, or is not continuously effective for, the time periods specified in the Registration Agreement as provided in Exhibit A), from January 12November 26, 2001 1996 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in 27 20 arrears, on January 15 March 1, June 1, September 1 and July 15December 1 (each an "Interest Payment Date") of each year, commencing July 15March 1, 20011997, until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name the Debenture is registered at the close of business (New York City time) on the regular record date for such interest instalment, which shall be the February 15, May 15, August 15 and November 15 next preceding such Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 6.625% per annum (subject to adjustment in the event the Shelf Registration Statement is not filed or is not declared effective within, or is not continuously effective for, the time periods specified in the Registration Agreement as provided in Exhibit A) on any interest instalment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.12 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any state thereof, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Debentures held by the Property Trustee such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would 28 21 have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of, premium, if any, and interest on the Debentures shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed Security Register. The Debentures shall be redeemable as provided in Article XI hereof. The Debentures shall be subordinated and declared effective, junior in each case upon the terms and conditions set forth right of payment to Senior Indebtedness as provided in the Registration Rights Agreement (each such event referred to Article XII hereof. The Debentures shall be convertible as provided in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle XIII hereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000420,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906 or 906 1108 or in connection with a Designated Event an Offer to Purchase pursuant to Section 12011014 or 1015. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Original Securities and Exchange Securities Outstanding exceed $420,500,000. The Securities shall be known and designated as the "5 10 3/4% Convertible Subordinated Senior Discount Notes due 2009February 15, 2007" of the Company. The Their Stated Maturity of the Securities shall be January February 15, 2009. The Securities 2007 and they shall bear interest at the rate of 5 10 3/4% per annum, from January 12, 2001 the Cash Interest Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January February 15 and July August 15, commencing July August 15, 2001, 2002 until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if (i) the Company's registration statement (the "there has been a Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights AgreementDefault, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on Up will occur and the principal amount of Original Securities will from then bear Special Interest until the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is . Accrued Special Interest, if any, shall be paid in effect cash in arrears semi-annually on February 15 and August 15 in each year, and the per annum rate amount of such interest accrued Special Interest shall increase be determined on the basis of the number of days actually elapsed and computed as provided in Section 310. The principal of (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregatepremium, if any) and Liquidated Damages will interest on the Securities shall be payable at such increased rate until such time (the "Subsequent Step Down Date") office or agency of the Company in the Borough of Manhattan, The City of New York, The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as such Registration Default isprovided in Sections 1014 and 1015. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to defeasance at the option of the Company as provided in Article Twelve. 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, Acts of Holders and Offers to Purchase.

Title and Terms. (1) The Securities shall be known and designated as the “2.125% Convertible Senior Notes due 2023” of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited up to $517,500,000100.0 million, except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 304Sections 2.8, 3052.9, 306 2.10, 2.12, 5.8, 9.5, 11.3 or 906 or in connection with a Designated Event Offer pursuant to Section 120112. 1. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company. The Stated Maturity of the Securities shall be January 15, 2009. $1,000 or integral multiples thereof. (a) The Securities shall bear interest at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually mature on January 15 and July April 15, commencing July 15, 2001, 2023. (b) Interest shall accrue from and including the date hereof until the principal thereof is paid or made available for payment; provided. Interest shall be payable semi-annually in arrears on April 15 and October 15 in each year, howevercommencing April 15, 2005. (c) In addition, contingent interest, if any (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933“Contingent Interest”), will accrue on each Security during any six-month period from April 15 to October 14 and from October 15 to April 14, as amended (appropriate, commencing with the "six-month period beginning April 15, 2010, if the average Securities Act") registering this Security Price for resale has not become the Applicable Five Trading Day Period with respect to such interest period equals 120% or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate more of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the $1,000 principal amount of Securities. The amount of Contingent Interest payable per $1,000 principal amount of Securities in respect of any interest period shall equal 0.25% of the Securitiesaverage Securities Price for the Applicable Five Day Trading Period with respect to such interest period. Contingent Interest, if any, will accrue from April 15 or October 15, as applicable, and will be payable on the next succeeding October 15 or April 15 interest payment date, as the case may be. Contingent Interest will be paid to the Person in whose name a Security is registered at the close of business on April 1 or October 1, as the case may be, immediately preceding the relevant interest payment date on which Contingent Interest is payable. All payments of Contingent Interest shall be made in cash. Upon determination that Holders will be entitled to receive Contingent Interest during an interest period, on or prior to the first day of such interest period, the Company shall issue a press release through Dow Jxxxx & Company, Inc. or Bloomberg Business News containing such information with respect to the payment of Contingent Interest or publish such information on its web site or through such other public medium as the Company may use at that time. (d) Except as provided in the last sentence of this Section 2.1(d), a Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Contingent Interest, if any) on such Security on the corresponding interest payment date. Holders of Securities at the close of business on a Regular Record Date will receive payment of interest (including any Contingent Interest) payable on the corresponding interest payment date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period from the occurrence close of business on any Regular Record Date to the Registration Default until such time opening of business on the corresponding interest payment date (the "Step-Down Date") as no Registration Default is except for Securities in effect and the per annum rate respect of which a Redemption Date has been declared that falls within this period or on such interest shall increase payment date) must be accompanied by payment of an amount equal to the interest (including any Contingent Interest) that the "Subsequent Step-Up") by an additional 0.25% per annum Holder is to receive on the Securities. If the Company is required to pay any Contingent Interest, Securities surrendered for each subsequent 90-day conversion during the period during from the close of business on the Regular Record Date for such Contingent Interest to the opening of business on the interest payment date for such Contingent Interest (except for Securities in respect of which a Registration Default continues (provided Redemption Date has been declared that falls within this period or on such interest payment date for such Contingent Interest) must be accompanied by payment of an amount equal to such Contingent Interest that the Step-Up and all Subsequent Step-Up Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages or Contingent Interest on converted Securities will be payable by the Company on any interest payment date subsequent to the date of conversion. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. (e) Principal of and interest (including Contingent Interest, if any) on, Global Securities shall be payable to DTC in immediately available funds. (f) Principal on Definitive Securities shall be payable in immediately available funds or, at the option of the Company, at the office or agency of the Company maintained for such increased rate purpose, initially the Corporate Trust Office of the Trustee. Interest (including Contingent Interest, if any) on Definitive Securities will be payable (i) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until such time the Holder notifies, in writing, the Registrar to the contrary. (g) The Securities shall be redeemable at the "Subsequent Step Down Date"option of the Company as provided in Article V. (h) The Securities shall be repurchaseable by the Company at the option of Holders as such Registration Default isprovided in Article XI. (i) The Securities shall be convertible at the option of the Holders as provided in Article XII. (j) The Securities shall be jointly and severally guaranteed by the Guarantors as provided in Article X.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. The Securities Debentures shall be known and designated as the "5 3/414% Convertible Subordinated Notes Debentures due 20092007" of the Company. The Stated Maturity Principal and interest on the Debentures to the extent not previously paid in full in cash shall be due and payable in cash on the maturity of the Securities Debentures, which shall be January September [15], 20092007 ("Maturity Date"). The Securities Interest shall bear interest accrue from __________, 2001 at the rate of 5 3/4% fourteen percent (14%) per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, annum until the principal thereof is paid or made available for payment; provided. Interest shall be payable semiannually in arrears on ___________ 15 and __________ 15 in each year, howevercommencing _________ 15, if 2002 (each an "Interest Payment Date"). Interest shall be payable to the Holders of record of the Debentures at 5:00 p.m., New York City time, on the fifteenth Business Day immediately preceding the Interest Payment Date (each such date, a "Reference Date"). On each Interest Payment Date to and including __________, 2005, interest shall be payable as follows: (i) interest at the rate per annum of two percent (2%) shall be paid in cash, and (ii) interest at the rate per annum of twelve percent (12%) shall be paid in kind through the issuance of Additional Debentures having an aggregate principal amount equal to the difference between (x) the amount of interest that would be payable on the aggregate outstanding principal amount of Debentures (including any Additional Debentures theretofore issued) at the rate per annum of fourteen percent (14%) and (y) the amount of interest payable on such Interest Payment Date in cash pursuant to the foregoing clause (i), and on each Interest Payment Date thereafter (to and including the maturity date of the Debentures), interest on the Debentures (including any Additional Debentures theretofore issued) shall be paid solely in cash. Notwithstanding the foregoing, the Company, in its sole and absolute discretion, and upon written notice to the Trustee given 30 days prior to an Interest Payment Date, may elect to pay in cash the whole or any portion of any interest payment that is entitled to be paid in kind through the issuance of Additional Debentures, and the Company's registration statement payment of any such interest portion in cash in lieu of Additional Debentures shall have no effect on the Company's rights to make future interest payments in Additional Debentures as permitted by this Indenture. Interest on the Debentures shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the "Registration Statement"basis of a 360-day year of twelve 30-day months and (ii) under for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, on the Securities Act basis of 1933a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. The Debenture shall be in the same form and subject to the same terms (including the rate of interest from time to time payable thereon); Principal of, and premium, if any, and interest on, Global Debentures shall be payable to the Depositary in immediately available funds. Principal and premium, if any, and interest on Debentures shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Debentures will be payable by (i) for the cash portion, (x) by U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Person entitled thereto as amended (such address shall appear in the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001Register, or (iiy) upon application to the Registration Statement is declared effectiveRegistrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of $5,000,000, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described by wire transfer in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effectiveimmediately available funds, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii)) for the portion (if any) paid by issuance of Additional Debentures, but excluding any permitted Suspension Period described by the issuance and delivery to the Trustee for authentication of certificates representing Additional Debentures, registered in the Registration Rights Agreementname of the registered holder thereof, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the aggregate principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthen so payable.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. The Securities This Debenture shall be known and designated as the "5 3/410% Convertible Subordinated Notes due 2009Debenture Due February 7, 2005" of the Company. The Stated Maturity of the Securities this Debenture shall be January 15February 7, 2009. The Securities 2005, and the principal amount of this Debenture shall bear interest interest, as set forth below, at the rate of 5 3/4% per annum, from January 12, 2001 or from annum set forth in the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001preceding sentence, until the principal thereof hereof is paid in full and (to the extent that the payment of such interest shall be legally enforceable) such interest shall accrue on any overdue installment of interest at a rate of 13% per annum. This Debenture may be sold, transferred, assigned or made available hypothecated, in whole or in part by completing a form of assignment that is acceptable to the Company, only to (a) partners of Kansas City Equity Partners L.C. ("KCEP"), or KCEP Ventures II, L.P., (b) successors to KCEP or KCEP Ventures II, L.P., in a merger, consolidation or other reorganization, (c) transferees, or officers of transferees of KCEP or KCEP Ventures II, L.P., in the event of liquidation or dissolution of either such entity, or (d) a purchaser, or officers of a purchaser, of substantially all of the assets of KCEP or KCEP Ventures II, L.P., and shall be so transferable only upon the books of the Company which the Company shall cause to be maintained for payment; such purpose, provided, however, if (i) any such transfer is in an amount which permits the transferee to convert a minimum of 10,000 shares of Common Stock, unless otherwise consented to by the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in which event the Company shall issue a new Debenture to each case upon the such Person, which new Debenture shall contain substantially identical rights, limitations, terms and conditions set forth as this Debenture. Except as otherwise provided in the Registration Rights Agreement (this ARTICLE III, this Debenture shall bear interest, payable quarterly on April 30, July 31, October 31 and January 31 of each such event referred to in clauses (i) and (ii)year, but excluding any permitted Suspension Period described in the Registration Rights Agreementcommencing April 30, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest 2000. Interest on this Debenture shall be computed on the Securities) (basis of a 360-day year constituting twelve 30-day months. Payments due on this Debenture shall be payable by wire transfer to an account designated by the "Step-Up") at a rate Holder. This Debenture shall be subordinated in right of 0.25% per annum, determined daily, on the principal amount payment to certain other indebtedness of the Securities, for Company as provided in ARTICLE VIII or the period from the occurrence Subordination Agreement. This Debenture shall be convertible into Common Stock of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isARTICLE IX.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 306, 307, 308, 906, 1012, 1014 or 906 or in connection with a Designated Event Offer pursuant to Section 12011108. The Securities shall be known and designated as the "5 12 3/4% Convertible Subordinated Senior Notes due 20092007" of the Company. The Stated Maturity of the Securities shall be January December 15, 2009. The 2007, and the Securities shall each bear interest at the rate of 5 12 3/4% per annum, as such interest rate may be adjusted as set forth in the Securities, from January 12December 18, 2001 1997, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on January June 15 and July December 15 in each year, commencing June 15, commencing July 15, 20011998, until the principal thereof is paid or made available duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of San Francisco maintained for paymentsuch purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 94111); provided, however, if (i) that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. 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 1014. The Securities shall be redeemable as provided in Article Eleven and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's registration statement (the "Registration Statement") under the Securities Act obligations and covenants and certain Events of 1933, Default thereunder may be defeased as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described provided in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Four.

Title and Terms. The aggregate principal amount of Securities Bonds which may be authenticated and delivered under this Indenture is limited to $517,500,000, 10,000,000 (except for Securities such additional principal amounts, not to exceed $1,500,000, of Bonds issued pursuant to an option granted to the Underwriters in the initial public offering of the Bonds) except for Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities Bonds pursuant to Section 304, 305, 306 306, 905 and 1108 hereof. Forthwith upon the execution and delivery of this Indenture, or 906 or in connection with from time to time thereafter, Bonds up to a Designated Event Offer pursuant maximum aggregate principal amount of $11,500,000 may be executed by the Company and delivered to Section 1201the Trustee for authentication, and shall thereupon be authenticated and delivered by the Trustee upon Company Order, without any further action by the Company. The Securities Bonds shall be known and designated as the "5 3/410% Convertible Subordinated Notes due 2009Adjustable Secured Bonds, Due 2000" of the Company. The Their Stated Maturity of the Securities shall be January 15_____________ , 2009. The Securities 2000 and they shall bear interest at the rate per annum specified in the title of 5 3/4% per annumthe Bonds, from January 12the Initial Interest Accrual Date, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 1 and July 151 in each year, commencing July 15January 1, 20011996, until the principal thereof is paid or made available for payment; provided, however. The principal of (and premium, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iany) and interest on the Bonds shall be payable at the office or agency of the Company maintained for such purpose (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration DefaultPlace of Payment"), then interest will accrue (in addition to which may be at the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount Principal Corporate Trust Office of the SecuritiesTrustee, for or at such other location designated by the period from the occurrence Company and maintained pursuant to Section 1002. The Bonds shall be redeemable as provided in Article Eleven. The Bonds shall be subordinated in right of payment to Senior Indebtedness of the Registration Default until such time (Company as provided in Article Twelve. The Bonds shall be convertible as provided in Article Thirteen. The Bonds shall be secured by the "Step-Down Date") Collateral Stock as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $517,500,000165,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306 306, 307, 310, 906, 1016, 1017 or 906 1108 or in connection with a Designated Event Offer pursuant to Section 1201an Exchange Offer. The Securities Initial Notes shall be known and designated as the "5 3/49% Convertible Senior Subordinated Notes due 20092008" and the Exchange Notes shall be known and designated as the "9% Series B Senior Subordinated Notes due 2008," in each case, of the Company. The Stated Maturity of the Securities Notes shall be January May 15, 2009. The Securities 2008, and they shall bear interest at the rate of 5 3/49% per annum, which rate may be increased in the event of a Registration Default pursuant to Section 5 of the Registration Rights Agreement dated April 21, 1998 by and among the Company and the parties named on the signature pages thereof, from January 12April 21, 2001 1998, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on November 15, payable 1998 and semi-annually thereafter on January May 15 and July 15November 15 in each year, commencing July 15, 2001until the principal thereof is paid in full and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 1 or November 1 IMMEDIATELY preceding such interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, howeverinterest (to the extent lawful) or premium, if (i) any, shall be payable on demand. Principal of, premium, if any, interest and Liquidated Damages, if any, on the Notes will be payable at the 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 Company as may be maintained for such purposes, or at the option of the Company's registration statement (, payment of LIQUIDATED DAMAGES, IF ANY, OR interest may be made by check mailed to the "Registration Statement") under Holders of the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions Notes at their respective addresses set forth in the Registration Rights Agreement (each such event referred register of Holders of Notes or by wire transfer to in clauses (i) and (ii), but excluding any permitted Suspension Period described an account maintained by the payee located in the Registration Rights AgreementUnited States; PROVIDED that all payments of principal, a "Registration Default")premium, then IF ANY, interest AND LIQUIDATED DAMAGES, IF ANY, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depositary or its nominee will accrue (in addition be made by wire transfer of immediately available funds to the stated rate of interest on accounts specified by the Securities) (Holders thereof. Until otherwise designated by the "Step-Up") at a rate of 0.25% per annumCompany, determined daily, on the principal amount Company's office or agency in New York will be the office of the SecuritiesTrustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum whole or in part, in the aggregate) event of a Change of Control pursuant to Section 1016. The Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article Eleven and Liquidated Damages will in the Notes. The Indebtedness evidenced by the Notes shall be payable at such increased rate until such time (the "Subsequent Step Down Date") subordinated in right of payment to Senior Indebtedness as such Registration Default isprovided in Article Thirteen.

Title and Terms. The Securities shall be known and designated as the “2.50% Convertible Subordinated Debentures due 2024” of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,00075,000,000 (or $86,250,000 if the option set forth in Section 2(b) of the Purchase Agreement is exercised in full), except for Securities securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 3042.7, 3052.8, 306 2.9, 2.12, 7.5, 10.7, 11.1 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.2 hereof. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company. The Stated Maturity of the Securities shall be January 15, 2009$1,000 or integral multiples thereof. The Securities shall bear interest mature on February 15, 2024. Interest shall accrue from February 11, 2004 at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, Rate until the principal thereof is paid or made available for payment; provided. Interest shall be payable semiannually in arrears on February 15 and August 15 of each year, howevercommencing August 15, 2004. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month. A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Liquidated Damages, if any) on such Security on the corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest (including Liquidated Damages, if any) on the principal amount of such Security on such Interest Payment Date, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security 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 the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion), which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (b) with respect to which the Company has specified a Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the Company's registration statement (city where the "Registration Statement") under Corporate Trust Office of the Securities Act Trustee is located mailed to the address of 1933, the Person entitled thereto as amended (such address shall appear in the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001Register, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition application to the stated rate Registrar not later than the relevant Record Date by a Holder of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Securities shall be redeemable at the option of the Securities, for Company as provided in Article 10 hereof. The Securities shall have the period from Purchase Rights exercisable at the occurrence option of Holders as provided in Article 11 hereof. The Securities shall be convertible as provided in Article 12 hereof. The Securities shall be subordinated in right of payment to Senior Debt of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 13 hereof.

Title and Terms. (a) The Securities shall be designated as the "5.25% Convertible Subordinated Notes due 2006" of the Company. The aggregate principal amount Principal of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000300 million (or $345 million if the option set forth in Section 2 of the Purchase Agreement is exercised in full), except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 304Sections 2.7, 3052.8, 306 2.12, 7.5, 10.7, 11.7 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.2 hereof. The Securities shall be known and designated as issuable in denominations of $1,000 or integral multiples thereof. (b) The Securities shall mature on August 15, 2006 (the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. The Stated Maturity of the Securities shall be January 15, 2009. STATED MATURITY"). (c) The Securities shall bear interest at the rate of 5 3/4% per annum, Interest from January 12August 17, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until the principal Principal thereof is paid or made available for payment; provided, howeveror until such date on which the Securities are converted, if redeemed or purchased as provided herein, at a rate of 5.25% per annum (the "INTEREST RATE"). Interest shall be payable semiannually in arrears on each Interest Payment Date. (d) Interest on the Securities shall be computed (i) for any full semi-annual period for which a particular Interest Rate is applicable, on the Company's registration statement basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable for less than a full semiannual period for which interest is calculated, on the "Registration Statement"basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. (e) under Interest shall be due and payable on a Security as follows: (1) A registered Holder of any Security as of the close of business on a Regular Record Date shall be entitled (except as otherwise indicated in this Section 2.1(e)) to receive and shall receive, as the registered Holder as of such Regular Record Date, Interest on such Security on the corresponding Interest Payment Date (other than any Security whose Stated Maturity is prior to such Interest Payment Date). (2) In the event that a Security becomes subject to redemption pursuant to Article 10 and the Redemption Date occurs after a Regular Record Date and prior to the corresponding Interest Payment Date, the Person whose Securities become subject to redemption (and only such Person rather than the Holder as of such Regular Record Date) shall be entitled to receive and shall receive accrued and unpaid Interest from the preceding Interest Payment Date (or such earlier date on which Interest was last paid) to but not including the Redemption Date on such Security, even if such Person is not the Holder of such Security, and in such circumstances no Interest shall be paid to the Holder of such Security as of the close of business on the Regular Record Date; provided that in the event that the Redemption Date is the Interest Payment Date, the Holder of a Security as of the close of business on a Regular Record Date shall be entitled to receive such Interest in accordance with Section 2.1(e)(i) hereof and not the Person submitting the Securities Act for redemption on such Redemption Date. (3) In the event that a Security becomes subject to purchase pursuant to Article 11 and the Change of 1933Control Purchase Date occurs after a Regular Record Date and prior to the corresponding Interest Payment Date, the Person whose Securities become subject to purchase (and only such Person rather than the Holder as amended of such Regular Record Date) shall be entitled to receive and shall receive accrued and unpaid Interest from the preceding Interest Payment Date (or such earlier date on which Interest was last paid) to but not including the "Change of Control Purchase Date on such Security, even if such Person is not the Holder of such Security, and in such circumstances no Interest shall be paid to a registered Holder of any Security as of the close of business on the Regular Record Date; provided that in the event that the Change of Control Purchase Date is the Interest Payment Date, the Holder of a security as of the close of business on a Regular Record Date shall be entitled to receive such Interest in accordance with Section 2.1(e)(i) hereof and not the Person submitting the Securities Act"for purchase on such Change of Control Purchase Date. (4) registering this In the event that a Security is converted pursuant to Article 12, the Holder who converts such Security on any date other than an Interest Payment Date shall not be entitled to accrued and unpaid Interest from the preceding Interest Payment Date until the Conversion Date, or otherwise, on such Security, such amounts being deemed to have been paid by receipt of shares of Common Stock in full rather than canceled, extinguished or forfeited; and any Holder which converts a Security after a Regular Record Date but prior to the corresponding Interest Payment Date will receive accrued and unpaid Interest for such period on such Interest Payment Date but will be required to remit to the Company an amount equal to that Interest at the time such Holder surrenders the Security for resale conversion, provided that such Holder will not be required to remit such Interest if, prior to conversion, the Company has not become called such Security for redemption on a Redemption Date that is on or been declared effective prior to the third Business Day after such Interest Payment Date and the Holder converts such Security prior to the applicable Redemption Date. (f) In addition to the amounts set forth in Sections 2.1(e), Holders shall be entitled to receive Additional Interest, if any, in addition to receipt or payment of the any Interest on such Security pursuant and subject to the Registration Rights Agreement, but in no event shall a Holder be required to repay any amounts of Additional Interest such Holder receives following the remittance of Interest as specified in Section 2.1(e)(4). Any amounts related to Additional Interest shall be received or paid on dates corresponding to the payment date of Interest on such Security pursuant to the Registration Rights Agreement. (g) Payment of any Principal of (to the extent paid in cash), premium, if any, Redemption Price, Change of Control Purchase Price and Interest and Additional Interest, if any, on Global Securities shall be payable by July 11the Company to the Depositary in immediately available funds. (h) Payment of any Principal on Physical Securities shall be made at the office or agency of the Company maintained for such purpose, 2001initially the Corporate Trust Office of the Trustee. Interest and Additional Interest, if any, on Physical Securities will be payable by (i) a U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon written application to the Registration Statement is declared effectiveRegistrar not later than the relevant record date by a Holder of an amount of Principal of Securities in excess of $5,000,000, but wire transfer in immediately available funds, which application shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described remain in effect until the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effectiveHolder notifies, in each case upon writing, the terms and conditions set forth in Registrar to the Registration Rights Agreement (each such event referred to in clauses contrary. (i) and (ii), but excluding any permitted Suspension Period described in The Securities may be redeemable at the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount option of the Securities, for Company as provided in and subject to Article 10. (j) The Securities shall be purchased by the period from Company at the occurrence option of Holders as provided in and subject to Article 11. (k) The Securities shall be convertible at the option of the Registration Default until such time Holders as provided in and subject to Article 12. (l) The Securities shall be subordinated in right of payment to Senior Debt of the "Step-Down Date") Company as no Registration Default is provided and subject to in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 13 hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is initially limited to $517,500,000750,000,000, in the case of the 2011 Securities, $850,000,000, in the case of the 2016 Securities, and $550,000,000, in the case of the 2036 Securities, in each case except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906 906; provided, however, that the Company may reopen the series of Securities represented by the 2011 Securities, the 2016 Securities or in connection by the 2036 Securities to issue additional Securities of such series, which shall form a single series with a Designated Event Offer pursuant to Section 1201the other Securities of such series and shall have the same terms, without the consent of the Holders. The Securities shall be known and designated as the "5 3/45.35% Convertible Subordinated Senior Notes due 2009" 2011", in the case of the 2011 Securities, the "5.70% Senior Notes due 2016", in the case of the 2016 _____________________________ To be included only on Global Securities. Securities, and the "6.40% Senior Notes due 2036", in the case of the 2036 Securities, in each case of the Company. The Stated Maturity of the 2011 Securities in respect of principal shall be January 155, 2009. The Securities 2011, and they shall bear interest at the rate of 5 3/45.35% per annum, from January 12December 9, 2001 2005 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on each January 15 5 and July 155, commencing July 155, 20012006, until the principal thereof is paid or made available for payment. The Stated Maturity of the 2016 Securities in respect of principal shall be January 5, 2016, and they shall bear interest at the rate of 5.70% per annum, from December 9, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on each January 5 and July 5, commencing July 5, 2006, until the principal thereof is paid or made available for payment. The Stated Maturity of the 2036 Securities in respect of principal shall be January 5, 2036, and they shall bear interest at the rate of 6.40% per annum, from December 9, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on each January 5 and July 5, commencing July 5, 2006, until the principal thereof is paid or made available for payment. The principal of and interest on the Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose and any other office or agency maintained by the Company for such purpose; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in Security Register. The Company initially designates DTC as Depositary with respect to each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate series of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default is. Section 302.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to an aggregate principal amount of $517,500,000380,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 306, 906 or in connection with a Designated Event Offer pursuant to Section 12011108. The Securities shall be known and designated as the "5 3/410.25% Convertible Subordinated Senior Notes due 20092007" of the Company. The Their Stated Maturity of the Securities shall be January November 15, 2009. The Securities 2007, and they shall bear interest at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001(including with respect to any predecessor security thereto) at a per annum interest rate of 10.25%, until the principal thereof is paid or made available for payment; provided, however, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securitiesprovided that, for the period from November 15, 2002 until, but not including, February 25, 2003, interest shall be payable at the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of 8.63% per annum. Notwithstanding the foregoing, if any Amended B Note is Outstanding on August 1, 2003, (a) the Company shall, on August 1, 2003, pay to the Paying Agent for the account of each Holder of Amended B Notes an amount equal to the amount by which (i) the aggregate amount of interest that would have accrued with respect to the principal amount of such Amended B Notes from February 25, 2003 through August 1, 2003 if such Amended B Notes had borne interest shall increase (during such period at the "Subsequent Step-Up") by an additional 0.25rate of 13.0% per annum for each subsequent 90-exceeds (ii) the aggregate amount of interest actually accrued with respect to such Amended B Notes from February 25, 2003 through August 1, 2003; and (b) the Amended B Notes Outstanding on August 1, 2003 shall bear interest from and after such date at the rate of 13.0% per annum. On the day period during which such payment is made, the Company shall notify the Trustee in writing of such payment. Upon receipt of any amount pursuant to the preceding sentence, the Paying Agent shall promptly pay such amount ratably to the Holders of the Amended B Notes on the date of such payment. Notwithstanding the foregoing, if any Lien granted pursuant to any Collateral Document to secure any Amended B Note pursuant to Article Thirteen hereof and Section 2.01 of the Security Agreement is subsequently determined to be a Registration Default continues preference pursuant to Section 547 of the Bankruptcy Code (provided that or any successor provision or statute) or under any comparable state law, as found in a judgment by a court of competent jurisdiction, (i) interest shall be deemed to have accrued on such Securities at the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5rate of 13.0% per annum from the date on which such Lien was purported to be granted until the date of such determination and (ii) the amount by which (A) interest determined in accordance with clause (i) above with respect to such Securities for such period exceeds (B) interest actually accrued with respect to such Securities for such period shall be due and payable by the aggregateCompany to the Paying Agent for the Holders of such Securities on the date of such determination and (C) interest shall accrue on such Securities from and after the date of such determination at the rate of 13.0% per annum. The principal of (and premium, if any) and Liquidated Damages will interest on the Securities shall be payable at the office or agency of the Company in The City of New York, New York maintained for such increased rate until purpose and at any other office or agency maintained by the Company for such time purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If the Securities are issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on the "Subsequent Step Down Date"Securities shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and interest on the Securities shall be payable at the Corporate Trust Office of the Paying Agent in The City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article Eleven and, with respect to the Amended A Notes and Amended B Notes only, subject to prepayment (at the option of each Holder of such Securities) as such Registration Default isprovided in Article Fifteen. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Company as provided in Article Twelve. Unless otherwise provided herein, the Amended A Notes, Amended B Notes and Amended C Notes shall constitute one series for all purposes under this Indenture, including without limitation, notices, amendments, waivers, redemptions and prepayments.

Title and Terms. There is hereby created under the Indenture a series of Debt Securities known and designated as the "6 3/4% Exchangeable Notes Due February 1, 2000" of the Company. The aggregate principal amount of Securities which DECS that may be authenticated and delivered under this Indenture is limited to $517,500,000117,211,950, except for Securities DECS authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities DECS pursuant to Section 304Sections 2.08, 3052.09, 306 2.11 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" 10.04 of the CompanyIndenture. The Stated Maturity for payment of principal of the Securities DECS shall be January 15February 1, 2009. The Securities 2000 and the DECS shall bear interest on the principal amount at the rate of 5 6 3/4% per annum, from January 12, 2001 the date of original issuance or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (commencing February 1, 1997), to the case may bepersons in whose names the DECS (or any predecessor securities) are registered at the close of business on the 15th day of the calendar month immediately preceding such Interest Payment Date, provided that interest payable semi-annually on January 15 and July 15, commencing July 15, 2001, until at Maturity shall be payable to the person to whom the principal thereof is paid or made available payable. -5- 7 The DECS shall be issuable in denominations of $21.375 and any integral multiple thereof. The DECS shall be initially issued in the form of a Global Security and the Depositary for payment; providedthe DECS shall be The Depository Trust Company, howeverNew York, if (iNew York. The DECS shall not be redeemable prior to their Stated Maturity. The DECS shall not be subject to any sinking fund. The Company shall not be obligated to pay any additional amount on the DECS in respect of taxes, except as otherwise provided in Sections 2.06 and 3.01 hereof. The form of DECS attached hereto as Exhibit A is hereby adopted, pursuant to Section 10.01(f) of the Company's registration statement (the "Registration Statement") under the Securities Act of 1933Indenture, as amended (the "a form of Debt Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but of a Series that consists of DECS. The DECS shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described mandatorily exchangeable as provided in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isSection 2.02 hereof. SECTION 2.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to the sum of (a) $517,500,000154,639,200 and (b) such aggregate principal amount (which may not exceed $185,567,050 aggregate principal amount) of Securities, if any, as shall be purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of the Purchase Agreement dated February 20, 1997, among the Company, the Trust and the Initial Purchasers named therein, except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 906, 1108 or 906 or in connection with a Designated Event Offer pursuant to Section 12011301. The Securities shall be known and designated as the "5 3/46- 1/4% Convertible Junior Subordinated Notes due 2009Debentures Due 2012" of the Company. The Their Stated Maturity of the Securities shall be January 15February 25, 2009. The Securities 2012, and they shall bear interest at the rate of 5 3/46-1/4% per annum, from January 12February 26, 2001 1997 or from the most recent Interest Payment Date thereafter (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January 15 March 1, June 1, September 1 and July 15December 1 (each an "Interest Payment Date") of each year, commencing July 15June 1, 2001, 1997 until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the date which is 15 days prior to each Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 6-1/4% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest in computed, will be computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Securities, the Trust or the Property Trustee is required to pay any taxes, duties assessments or governmental charges of whatever nature (other than withholding, transfer or stamp taxes) imposed by the United States, or any other taxing authority, then, in any case, the Company will pay as additional interest ("Additional Interest") on the Securities held by the Property Trustee, such additional amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties assessments or other governmental charges will be equal to the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other government charges been imposed. The principal of and interest on the Securities shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, Security Register. The Securities shall be redeemable as provided in each case upon the terms and conditions set forth Article Eleven hereof. The Securities shall be subordinated in the Registration Rights Agreement (each such event referred right of payment to Senior Indebtedness as provided in clauses (i) and (ii), but excluding any permitted Suspension Period described Article Twelve hereof. The Securities shall be convertible as provided in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Thirteen hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $517,500,0001,000,000,000 principal amount of Initial Securities and up to $1,000,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.04, 3053.05, 306 3.06, 9.06 or 906 11.08 or in connection with a Designated Event an Offer pursuant to Section 1201Sections 10.13 or 10.14. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated “6½% Senior Notes due 2009" Due 2012” of the Company. The Their Stated Maturity for payment of principal shall be February 15, 2012. Interest on the Securities shall be January 15, 2009. The Securities shall bear interest accrue at the rate of 5 3/4% 6½% per annumannum and shall be payable semiannually in arrears on each February 15 and August 15, from January 12commencing August 15, 2001 or 2004 to the Holders of record of Securities at the close of business on February 1 and August 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent Interest Payment Date thereafter date to which interest has been paid or, if no interest has been paid, from February 17, 2004. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or duly provided for, as such other office maintained by the case may be, payable semi-annually on January 15 Trustee for such purpose and July 15, commencing July 15, 2001, until at any other office or agency maintained by the principal thereof is paid or made available Company for paymentsuch purpose; provided, however, if (i) that, at the option of the Company's registration statement (, payment of interest may be made by check mailed to the "Registration Statement") under address of the Securities Act of 1933, Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed Security Register. The Securities shall be redeemable as provided in Article XI and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") . The Securities shall be subject to Defeasance and/or Covenant Defeasance as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000the aggregate liquidation preference of the Exchange Preferred Stock, plus accumulated and unpaid dividends on the date of exchange of the Exchange Preferred Stock, into Securities (plus any additional Securities issued in lieu of cash interest as described herein) and will mature on June 1, 2010, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 306, 307, 308, 906, 1012, 1014 or 906 or in connection with a Designated Event Offer pursuant to Section 12011108. The Securities shall be known and designated as the "5 3/413 1/2% Convertible Subordinated Notes Debentures due 20092010" of the Company. The Stated Maturity of the Securities shall be January 15June 1, 2009. The 2010, and the Securities shall each bear interest at the rate of 5 3/413 1/2% per annum, from January 12and will be payable on June 1 and December 1 of each year, 2001 commencing on the first such date after the issuance date of the Securities, to Holders of record on the immediately preceding May 15 and November 15. Interest payable on or prior to June 1, 2003 may be paid in the form of additional Securities valued at the principal amount thereof. Interest on the Securities will accrue from the most recent Interest Payment Date thereafter date to which interest has been paid or, if no interest has been paid, from the date of issuance of the Securities. The principal of, premium, if any, and interest and Liquidated Damages, if any, on, the Securities shall be payable at an office or duly provided for, as agency of the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, until Company in The City of San Francisco maintained for such purposes (which initially will be a corporate trust office of the principal thereof is paid or made available for paymentTrustee located at ______________________________________); provided, however, if (i) that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. 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 1014. The Securities shall be redeemable as provided in Article Eleven and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's registration statement (the "Registration Statement") under the Securities Act obligations and covenants and certain Events of 1933, Default thereunder may be defeased as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described provided in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Four.

Title and Terms. The aggregate principal amount of Securities which Debentures that may be authenticated and delivered under this Indenture is limited to the sum of (a) $517,500,000154,639,200 and (b) such aggregate principal amount (which may not exceed $23,195,900 aggregate principal amount) of Debentures, if any, as shall be purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of the Purchase Agreement, except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Section 304, 305, 306 306, 906, 1108 or 906 or in connection with a Designated Event Offer pursuant to Section 12011301. The Securities Debentures shall be known and designated as the "5 3/46 1/4% Convertible Subordinated Notes due 2009Debentures Due 2026" of the Company. The Their Stated Maturity of the Securities shall be January 15October 16, 2009. The Securities 2026, and they shall bear interest at the rate of 5 3/46 1/4% per annum, from January 12October 16, 2001 1996 or from the most recent Interest Payment Date thereafter (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January 15, April 15, July 15 and July October 15 (each an "Interest Payment Date") of each year commencing January 15, commencing July 15, 2001, 1997 until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name the Debenture is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the date which is 15 days prior to each Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 6 1/4% per annum on any interest installment in arrears or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of and interest on the Debentures shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Company payment of interest may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, Register. The Debentures shall be redeemable as provided in each case upon the terms and conditions set forth Article Eleven hereof. The Debentures shall be subordinated in the Registration Rights Agreement (each such event referred right of payment to Senior Indebtedness as provided in clauses (i) and (ii), but excluding any permitted Suspension Period described Article Twelve hereof. The Debentures shall be convertible as provided in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Thirteen hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $517,500,000375,000,000 principal amount of Initial Securities and up to $375,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.04, 3053.05, 306 3.06, 9.06 or 906 11.08 or in connection with a Designated Event an Offer pursuant to Section 1201Sections 10.13 or 10.14. The Securities shall be known and designated as the "5 3/4“7% Convertible Senior Subordinated Notes due 2009" 2014” of the Company. The Their Stated Maturity for payment of principal shall be February 15, 2014. Interest on the Securities shall be January 15, 2009. The Securities shall bear interest accrue at the rate of 5 3/47% per annumannum and shall be payable semiannually in arrears on each February 15 and August 15, from January 12commencing August 15, 2001 or 2004 to the Holders of record of Securities at the close of business on February 1 and August 1, respectively, immediately preceding such Interest Payment Date. Interest on the Securities will accrue from the most recent Interest Payment Date thereafter date to which interest has been paid or duly provided foror, as the case may beif no interest has been paid, payable semi-annually on from January 15 and July 1528, commencing July 15, 2001, until the principal thereof is paid or made available for payment2004; provided, however, if (i) the Company's registration statement (the "Registration Statement") under that interest on Additional Securities will accrue from their date of issuance. Interest on the Securities Act will be computed on the basis of 1933a 360-day year comprised of twelve 30-day months. The principal of (and premium, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iif any) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest Securities shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such increased rate until other office maintained by the Trustee for such time (purpose and at any other office or agency maintained by the "Subsequent Step Down Date") Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI and the Securities. The Securities shall be subject to Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$550,000,000 is limited to $517,500,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 303, 304, 305, 306 306, 516, 908, 1108 or 906 or in connection with a Designated Event Offer pursuant to Section 12011111. The Initial Securities shall be known and designated as the "5 3/4% Convertible Subordinated Floating Rate Senior (Secured) Notes due 20092010" and the Exchange Securities shall be known and designated as the "Floating Rate Exchange Senior (Secured) Notes due 2010", in each case, of the Company. The Stated Maturity of the Securities shall be January December 15, 2009. The Securities 2010 and they shall bear interest at the a floating rate of 5 3/4LIBOR plus 3.125% per annumannum (reset quarterly on each Interest Payment Date and calculated in accordance with Section 312 of the Indenture) from November 30, from January 122004, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on March 15, payable semi2005, and quarterly-annually thereafter on January March 15, June 15, September 15 and July 15, commencing July 15, 2001December 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for paymentsuch purpose in The City of New York, and if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, if (i) that, at the option of the Company's registration statement , interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (the "Registration Statement") under the Securities Act of 1933and premium, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (iif any) and (ii)interest on Securities, but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition Holders of which have given wire transfer instructions to the stated rate of interest on Company or the Securities) (Paying Agent at least 10 Business Days prior to the "Step-Up") applicable payment date and hold at a rate of 0.25% per annum, determined daily, on the least U.S.$1,000,000 in principal amount of the Securities, for will be required to be made by wire transfer of immediately available funds to the period from accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the occurrence Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Registration Default until such Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time (to time by the "Step-Down Date") Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as no Registration Default is in effect and to status, redemption or otherwise as the per annum rate Securities originally issued. Any Additional Securities shall be issued with the benefit of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isindenture supplemental to this Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000, 120.0 million except for Additional Securities and Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 306, 307, 906 or 906 1108 or in connection with a Designated Event an Offer to Purchase pursuant to Section 12011015 or 1016 (all Securities referred to in this exception being deemed "Substitute Securities"). On the Closing Date, the Issuer shall not issue in excess of $120.0 million in aggregate principal amount of Securities. The Securities shall be known and designated as the "5 3/411% Convertible Subordinated Senior Notes due 20092008" of the CompanyIssuer. The Stated Maturity of the Securities Their final maturity date shall be January 15May 1, 2009. The Securities 2008 and they shall bear interest at the rate of 5 3/411% per annum, from January 12the date of issuance thereof in the case of the Original Securities, 2001 the applicable date of issuance in the case of Additional Securities (and "Issue Date") or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, regardless of when issued, payable semi-annually in arrears on January 15 and July 15May 1, commencing July 15May 1, 2001, 2003 until the principal thereof is paid or made available for payment. Interest so payable shall be, (a) for the two-year period following the Closing Date, payable in kind by the issuance of additional Securities with terms identical to this Security (other than with respect to the date of issuance) in such principal amount as shall equal the interest payment that is then due ("Additional Securities"); (b) for the two-year period thereafter, payable in cash or at the Issuer's option when authorized by a Board Resolution, in Additional Securities or in any combination of cash and Additional Securities; and (c) thereafter until the principal hereof is paid or made available for payment, payable in cash. The Securities issued on the Closing Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer in the Borough of Manhattan, The City of New York maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose or, in the case of a Global Security, shall be paid by wire transfer of immediately available funds or Additional Securities, as determined by the Company pursuant to Section 301 hereof, to the accounts specified by the Holders of the Securities; provided, however, if (i) that at the Company's registration statement (option of the "Registration Statement") under Issuer payment of interest payable in cash may be made by check mailed to the Securities Act address of 1933, the Person entitled thereto as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but such address shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described appear in the Registration Rights Agreement) without being succeeded promptly Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an additional registration statement filed Offer to Purchase as provided in Sections 1015 and declared effective, 1016. The Securities shall be redeemable as provided in each case upon the terms Article Eleven. The Securities shall be subject to defeasance and conditions set forth covenant defeasance as provided in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates Article Twelve. The Securities shall not exceed 0.5% per annum have the benefit of any sinking fund obligation. Section 302 Denominations. The Securities shall be issuable only in the aggregate) registered form without coupons and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isonly in denominations of $1.00 and any integral multiples thereof.

Title and Terms. The Securities shall be known and designated as the "5% Convertible Subordinated Notes due September 2007" of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000345,000,000, except for Securities securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Section 3042.7, 3052.8, 306 2.9, 2.12, 7.5, 10.8, 11.1 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.2 hereof. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" issuable in denominations of the Company. The Stated Maturity of the Securities shall be January 15, 2009$1,000 or integral multiples thereof. The Securities shall bear interest mature on September 19, 2007. Interest shall accrue from September 19, 2000 at the rate of 5 3/4% per annum, from January 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing July 15, 2001, Rate until the principal thereof is paid or made available for payment; provided. Interest shall be payable semiannually in arrears on March 19 and September 19 in each year, howevercommencing March 19, if 2001. Interest on the Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the Company's registration statement 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, on the "Registration Statement"basis of a 30-day month and, for such periods of 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 Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Liquidated Damages, if any) under on such Security on the Securities Act corresponding Interest Payment Date. if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of 1933, as amended (such Security so converted at the "Securities Act") registering this time such Holder surrenders such Security for resale has not become conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the office or been declared effective agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by July 11, 2001(i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition application to the stated rate Registrar not later than the relevant Record Date by a Holder of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Securities shall be redeemable at the option of the Securities, for Company as provided in Article 10 hereof. The Securities shall have a Repurchase Right exercisable at the period from the occurrence option of Holders as provided in Article 11 hereof. The Securities shall be convertible as provided in Article 12 hereof. The Securities shall be subordinated in right of payment to Senior Debt of the Registration Default until such time (the "Step-Down Date") Company as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle 13 hereof.

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000U.S.$ for the 2007 Securities, U.S.$ million for the 2010 Securities, U.S.$ million for the 2011 Securities and Ps. million (or its equivalent in U.S. Dollars when the outstanding principal amount of the Conversion Securities are converted into U.S. Dollars in accordance with Section 3.2 of this Indenture) for the Conversion Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.9, 305, 306 3.10 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" of the Company. 9.6 hereof. (b) The Stated Maturity of the 2007 Securities shall be January 15November 1, 2009. The Securities 2007, and they shall bear interest at the rate of 5 3/411 7/8% per annum, from January 12, 2001 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in arrears on January 15 November 1 and July 15May 1, commencing July 15November 1, 20012003, until the principal thereof is paid or made available for payment; provided. The Stated Maturity of the 2010 Securities shall be November 7, however2010, if (i) and they shall bear interest at the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.259 1/8% per annum, determined dailyfrom , 2003 or from the most recent Interest Payment Date to which interest Table of Contents has been paid or duly provided for, as the case may be, payable semiannually in arrears on November 7 and May 7, commencing November 7, 2003, until the principal thereof is paid or made available for payment. (c) The Stated Maturity of the 2011 Securities and Conversion Securities shall be August 1, 2011. The 2011 Securities shall bear interest at the rate of 8.85% per annum, from , 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be. The Conversion Securities shall bear interest at the rate of 10 3/8% per annum from , 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to, but not including, August 1, 2004, and thereafter at the rate of 8.85% per annum, from August 1, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be. Interest on the 2011 Securities and Conversion Securities shall be payable semiannually in arrears on February 1 and August 1, commencing February 1, 2004, until the principal thereof is paid or made available for payment. (d) The Securities will constitute the direct, unsecured and unconditional obligations of the Company and will rank pari passu without any preference among themselves. The payment obligations of the Company under the Securities will, other than in the case of certain obligations granted preferential treatment pursuant to Argentine law, at all times rank at least equally in priority of payment with all other present and future unsecured and unsubordinated obligations of the Company from time to time outstanding. (e) The principal of and interest and Additional Amounts, if any, on the Securities shall be payable at the Corporate Trust Office of the Principal Paying Agent in The City of New York, at the office of Banco Río de la Plata S.A. in Buenos Aires and, for so long as any series of Securities is listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, at the offices of the Luxembourg Paying Agent in Luxembourg and, subject to any fiscal or other laws and regulations applicable thereto, at the specified offices of any other Paying Agent appointed by the Company for such purpose. Payments in respect of principal of the Securities shall be made against surrender of the Securities. Payments in respect of interest on each Interest Payment Date with respect to the Securities shall be made by check in the relevant currency drawn on a bank in the City of New York or the City of Buenos Aires mailed to the address of the Person entitled thereto as such address shall appear in the Register or, in the case of a registered holder of at least U.S.$1,000,000 principal amount of Securities (or in the Securities, for the period from the occurrence case of the Registration Default until Conversion Securities when such time (are denominated in pesos, the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up"Peso equivalent thereof) by an additional 0.25% per annum for each subsequent 90-day period during which wire transfer to a Registration Default continues (U.S. Dollar or Peso account maintained by the payee with a bank in the United States or in Argentina; provided that the Step-Up registered holder so elects by giving written notice to such effect designating such account, which is received by the Trustee and all Subsequent Step-Up a Paying Agent no later than the Regular Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. The Company shall pay any administrative costs imposed by banks in connection with making payments by wire transfer. Table of Contents (f) (i) With respect to Conversion Securities when such Securities are denominated in Pesos, on or before 12:00 noon, Buenos Aires time, two Business Days prior to each date on which a payment of principal (if any) or interest rates shall or Additional Amounts is due, the Company will deposit in Pesos in a bank account designated by the Trustee the aggregate amount of principal and interest due on such date with respect to the relevant Conversion Securities. The U.S. Dollar amount to be received by Holders not exceed 0.5% per annum electing to receive payment in the aggregate) and Liquidated Damages Pesos will be payable at the amount of Pesos received by the Trustee with respect to such increased rate until such time (Conversion Securities from the "Subsequent Step Down Date") as such Registration Default isCompany converted by the Exchange Rate Agent to U.S. Dollars, after the deduction of applicable taxes and expenses.

Title and Terms. The aggregate principal amount initial Principal Amount at Issuance of Securities which may will be authenticated and delivered under this Indenture is limited to $517,500,00098,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306 306, 307, 308, 906, Article Eleven, Article Fourteen or 906 or in connection with a Designated Event Offer pursuant to Section 1201Article Fifteen. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Senior Notes due 20092023" of the Company. The Stated Maturity of the Securities shall be January June 15, 20092023. On June 15, 2023, the Company shall pay to the Holder of the Securities the Accreted Principal Amount of the Securities held by such Holder plus accrued and unpaid interest (including Contingent Interest and Additional Amounts), if any. The Securities shall (i) bear interest at the rate of 5 3/4% per annumfrom June 15, from January 122003, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, to, but not including June 15, 2010, cash interest at an annual rate of 4.625% of the Principal Amount at Issuance and (ii) from and after June 15, 2010 no cash interest shall be paid. Cash interest on the Securities is payable semi-annually in arrears on June 15 and December 15 of each year, with the first Interest Payment Date being December 15, 2003, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on this Security will include interest accrued through the day before the applicable Interest Payment Date (or Optional Repurchase Date, Fundamental Change Repurchase Date, Redemption Date or, in certain circumstances, Conversion Date, as the case may be). Accretion on the Principal Amount at Issuance of the Securities will begin on June 15, payable 2010. The calculation of the Principal Accretion will be on a semi-annually annual bond equivalent basis using a 360-day year comprised of twelve 30-day months and the Accreted Principal Amount of a Security will accrete in an amount so that when combined with the cash interest payable on January 15 the Securities, the yield to Maturity of the Securities will be 4.625%, as specified in the definition of "Principal Accretion" herein. Any Contingent Interest payable hereunder, and July 15any Additional Amounts payable pursuant to the Registration Rights Agreement, commencing July 15, 2001, until will be deemed to be interest for purposes of this Indenture. The Accreted Principal Amount and interest on the principal thereof is paid Securities shall be payable at the office or made available agency of the Company maintained for paymentsuch purpose; provided, however, if that at the option of the Company interest may be paid (i) by check mailed to addresses of the Company's registration statement (Persons entitled thereto as such addresses shall appear on the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the Registration Statement applicable Interest Payment Date) by the Holder thereof. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is declared effective, but hereby initially designated as the Paying Agent under this Indenture. The Securities shall thereafter cease be convertible into Common Stock of the Company subject to be effective (otherwise than during any permitted Suspension Period the terms of and to the extent described in Article Four. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be repurchased, at the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effectiveoption of the Holder, upon a Fundamental Change as provided in each case Article Fourteen of this Indenture or upon the terms and conditions set forth Optional Repurchase Date as provided in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate Article Fifteen of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isthis Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $517,500,000600,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Xxxxxxx 000, 305000, 306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201000, 000, 000 xx 0000. The Securities shall be known and designated as the "5 3/46 5/8% Convertible Subordinated Notes due 2004" and the "7 1/8% Notes due 2009" of the Company. The Stated Maturity of the Securities 6 5/8% Notes due 2004 shall be January May 15, 2009. The Securities 2004, and the 6 5/8% Notes due 2004 shall each bear interest at the rate of 5 3/46 5/8% per annum, as such interest rate may be adjusted as set forth in the 6 5/8% Notes due 2004, from January 12May 24, 2001 1999, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on January May 15 and July November 15 in each year, commencing November 15, commencing July 15, 20011999, until the principal thereof is paid or made available for payment; providedduly provided for. The Stated Maturity of the 7 1/8% Notes due 2009 shall be May 15, however2009, if (i) and the Company's registration statement (7 1/8% Notes due 2009 shall each bear interest at the "Registration Statement") under the Securities Act rate of 19337 1/8% per annum, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to such interest rate may be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions adjusted as set forth in the Registration Rights Agreement 7 1/8% Notes due 2009, from April 24, 1999, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 1999, until the principal thereof is paid or duly provided for. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (each such event referred which initially will be the Corporate Trust Office of the Trustee; PROVIDED, HOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. The Securities shall be redeemable as provided in clauses (i) Article Eleven and (ii), but excluding any permitted Suspension Period described in the Registration Rights AgreementSecurities. The Indebtedness evidenced by the Securities shall rank PARI PASSU in right of payment with all other Senior Indebtedness. 30 At the election of the Company, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest entire Indebtedness on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount Securities or certain of the Securities, for the period from the occurrence Company's obligations and covenants and certain Defaults and Events of the Registration Default until such time (the "Step-Down Date") thereunder may be defeased as no Registration Default is provided in effect and the per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default isArticle Four.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to $517,500,000[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 304, 305, 306 or 906 or 306, 906, 1108 and 1301, PROVIDED that additional Securities of any series of Securities authenticated and delivered under this Indenture may be authenticated and delivered hereunder at any time, having the same terms as, treated as a single class (for all purposes under this Indenture) with, such previously authenticated and delivered Securities, PROVIDED further that such additional Securities shall be authenticated and delivered to the Trust in connection with a Designated Event Offer pursuant exchange for the issuance by the Trust of additional Preferred Securities to Section 1201holders of Existing Preferred Securities in exchange for Existing Preferred Securities tendered in an exchange offer. The Securities shall be known and designated as the "5 3/49.75% Convertible Subordinated Notes due 2009Debentures Due 2013" of the Company. The Their Stated Maturity of the Securities shall be January February 15, 2009. The Securities 2013, and they shall bear interest at the rate of 5 3/49.75% per annum, from January 12[___________, 2001 2002], or from the most recent Interest Payment Date thereafter (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on January February 15, May 15, August 15 and July November 15 (each an "Interest Payment Date") of each year, commencing February 15, commencing July 15, 20012002, until the principal thereof is paid or made available for payment; provided. The interest so payable, howeverand punctually paid or duly provided for, if (i) on any Interest Payment Date shall be paid, in cash or, at the Company's registration statement (the "Registration Statement") under the Securities Act of 1933election, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11prior to February 15, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective2004, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition Fleetwood Common Stock to the stated rate Person in whose name a Security is registered at the close of interest business on the Securitiesregular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Regular Record Date") ), as no Registration Default is in effect and the per annum rate of case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default ishave been satisfied:

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "__% Exchangeable Notes Due August 15, 2001" of the Company. The aggregate principal amount of Securities which PIES that may be authenticated and delivered under this Indenture is limited to $517,500,000-, except for Securities PIES authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities PIES pursuant to Section 3042.08, 3052.09, 306 2.12, 3.06 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. The Securities shall be known and designated as the "5 3/4% Convertible Subordinated Notes due 2009" 9.05 of the CompanyIndenture. The Stated Maturity for payment of principal of the Securities PIES shall be January August 15, 2009. The Securities 2001 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of 5 3/4__% per annum, from January 12August [_], 2001 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable quarterly in arrears on February 15, payable semi-annually on January May 15, August 15 and July November 15 of each year (commencing November 15, commencing July 151998) and at Maturity, 2001to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until the principal thereof is paid or made available for payment; provided, however. In addition, if (i) the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company's registration statement , New York, New York (the "Registration StatementDepositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $- and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) under of the Securities Act of 1933Indenture, as amended (the "a form of Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (iiSection 205(b), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on Maturity the principal amount of each PIES shall be mandatorily exchanged by the Securities, Company into a number of shares of AirTouch Common Stock at the Exchange Rate. The Holders of the PIES shall be responsible for the period from payment of any and all brokerage costs upon the occurrence subsequent sale of such shares. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Registration Default until such time shares of AirTouch Common Stock otherwise deliverable at Maturity (the "Step-Down DateCash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) as no Registration Default is shall be equal to the product of the number of shares of AirTouch Common Stock otherwise deliverable in effect and the per annum rate respect of such interest shall increase (PIES on the "Subsequent Step-Up") date of Maturity multiplied by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all Subsequent Step-Up interest rates of the shares of AirTouch Common Stock otherwise deliverable at Maturity shall not exceed 0.5% per annum in any way limit the aggregate) and Liquidated Damages will Company's obligation to deliver the remaining shares of AirTouch Common Stock deliverable at Maturity. As further provided in Section 203, no fractional shares of AirTouch Common Stock shall be payable delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of shares of AirTouch Common Stock pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at such increased rate until such one time (by the "Subsequent Step Down Date") as such Registration Default issame Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturity.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $517,500,000, 77,320,000 (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 306 3.06, 9.05, or 906 or 11.08), which amount shall be as set forth in connection with a Designated Event Offer the Company Order for the authentication and delivery of the Securities pursuant to Section 12013.03 hereof. The Securities shall be known and designated as the "5 3/48.55% Convertible Subordinated Notes Deferrable Interest Debentures due 20092028" of the Company. The Their initial Stated Maturity of the Securities Date shall be January 15August 1, 20092028. The Securities They shall bear interest at the rate of 5 3/48.55% per annum, from January 12July 30, 2001 1998 or from the most recent Interest Payment Date thereafter (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually (subject to deferral as set forth herein), in arrears, on January 15 February 1 and July 15August 1 (each an "Interest Payment Date") of each year, commencing July 15February 1, 2001, 1999 until the principal thereof is paid or made available for payment; provided, howeverand they shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, if (i) which shall be the Company's registration statement close of business on the date which is the fifteenth day of the month immediately preceding the month in which the Interest Payment Date occurs (the "Registration StatementRegular Record Date") under ). Interest will compound semi-annually and will accrue to the Securities Act extent permitted by law at the rate of 1933, 8.55% per annum on any interest installment not paid when due or during an extension of an interest payment period as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in Section 3.12 hereof. The amount of interest payable for any period will be computed on the Registration Rights Agreement basis of a 360-day year of twelve 30-day months, and, for any period of less than a full calendar month, the number of days elapsed in such month. If at any time the Trust is required to pay any additional taxes, duties or other governmental charges of whatever nature (each such event referred to other than withholding taxes) imposed by the United States or any other taxing authority, then, in clauses any case, the Company will pay as additional interest on the Securities (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration DefaultAdditional Interest"), then interest such additional amounts as may be necessary in order that the net amounts received and retained by the Trust after paying any such taxes, duties, assessments and other governmental charges will accrue (in addition to be not less than the stated rate amounts the Trust would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of and interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and the per annum rate of such interest Securities shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at the office or agency of the Company in the United States maintained for such increased rate until purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time (of payment is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that at the "Subsequent Step Down Date") option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such Registration Default isaddress shall appear in the Security Register. The Securities shall be redeemable as provided in Article XI hereof. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article XII hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered from time to time under this Indenture is limited to $517,500,000U.S.$66,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.6, 306 8.5, 10.8, 11.2 or 906 or in connection with a Designated Event Offer pursuant to Section 120112.3(5). The Securities shall be known and designated as the "5 3/46% Senior Convertible Subordinated Notes due 20092006" of the Company. The Their Stated Maturity of the Securities shall be January 15November 12, 20092006, and the Maturity Amount shall be payable on or before the fifth Business Day after November 12, 2006. The Securities shall bear interest at the rate of 5 3/4% per annum, on their principal amount from January November 12, 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be2002, payable semi-annually in arrears on January 15 May 12 and July 15November 12 in each year, commencing July 15May 12, 20012003, at the rate of 6% per annum until the principal Maturity Amount thereof is paid or made available due and at the rate of 6.557% on any unpaid principal amount (but, for payment; providedthe removal of doubt, howevernot on the Maturity Amount) after November 12, if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 19332006 until paid, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11and, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined dailyextent permitted by law, on the any unpaid interest amount after November 12, 2006 until paid; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in Section 1.12. Interest payable per $1,000 principal amount of the Securities, Securities for the period from the occurrence Closing Date to May 12, 2003 shall be $30.00. Original Issue Discount shall accrue on the Securities from the Closing Date to the Maturity Date (unless the Securities are earlier redeemed, repurchased or converted). The principal of, Accrued Original Issue Discount on and interest on the Securities shall be payable as provided in the forms of Securities set forth in EXHIBIT A and EXHIBIT B and in this Indenture. The Company may, subject to the conditions set forth in Section 3.12, elect to repay the Maturity Amount of the Registration Default until such time (Securities on or before the "Step-Down fifth Business Day following the Maturity Date") as no Registration Default is , in effect and the per annum rate of such interest whole or in part, in Ordinary Shares or ADSs. Any Redemption Price or Repurchase Price, whether payable in cash or in Ordinary Shares or ADSs, shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the aggregate) and Liquidated Damages will be payable at such increased rate until such time places as are identified in the notice of redemption delivered pursuant to Section 10.5 or the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "PLACE OF PAYMENT"). The Securities are entitled to the benefits of the Registration Rights Agreement and are entitled to payment of Liquidated Damages as provided in Section 3 of the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, as provided in Article 10 and Article 13 and in the form of Securities set forth in EXHIBIT A and EXHIBIT B. The Securities shall be convertible as provided in Article 11 (any city in which any Conversion Agent is located being herein called a "Subsequent Step Down DatePLACE OF CONVERSION") ). The Securities shall be senior, unsecured obligations of the Company and shall rank PARI PASSU to all present and future indebtedness of the Company. The Securities shall be subject to repurchase by the Company at the option of the Holders as such Registration Default isprovided in Article 12.