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 U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). The Securities shall be known and designated as the "6.25% Convertible Subordinated Notes due December 1, 2004" of the Company. Their Stated Maturity shall be December 1, 2004 and they shall bear interest on their principal amount from December 6, 1999, payable semi-annually in arrears on June 1 and December 1 in each year, commencing June 15, 2000, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEEN.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$155,000,000 in principal amount of Securities, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). The Securities shall be known and designated as the "6.2510% Convertible Subordinated Senior Notes due December 1, 20042007" of the Company. Their The Stated Maturity of the Securities shall be December 1June 15, 2004 2007, and they the Securities shall each bear interest on their principal amount at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, from December 6June 20, 19991997, or from the most recent Interest Payment Date to which interest has been paid, payable semi-annually in arrears semiannually on June 1 15 and December 1 15 in each year, commencing June December 15, 20001997, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash Securities will be exchangeable and transferable at an office or in shares agency of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 in The City of New York maintained for such purposes (any city in which any Paying Agent is located being herein called a "Place initially will be the Corporate Trust Office of Payment"the Trustee). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the ; provided, however, that payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall interest may be redeemable made at the option of the CompanyCompany by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as provided in ARTICLE TEN one class and in are together referred to as the form of "Securities." The Series A Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated rank pari passu in right of payment to Senior Debt of with the Company as provided in ARTICLE TWELVESeries B Securities. The Securities shall be subject to repurchase by the Company at the option of the Holders pursuant to an Offer as provided in ARTICLE THIRTEENSection 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 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 304, 3.5305, 3.6306, 8.5906, 10.8, 11.2 1302 or 13.3(e)1405 and except for Additional Securities. The Securities shall be known and designated as the "6.257 1/2% Convertible Junior Subordinated Notes due December 1, 2004Debentures Due 2012" of the Company. Their Stated Maturity shall be December 1April 30, 2004 2012 and they shall bear interest on their principal amount from December 6, 1999, payable semi-annually in arrears on June 1 and December 1 in each year, commencing June 15, 2000, at the rate of 6.257 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate 30 applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on February 1, May 1, August 1, and November 1, commencing August 1, 1999, until the principal thereof is due and at paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the rate then in effect Interest Payment Date on any overdue principal and, which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12the Securities. The principal of, of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as provided such address shall appear in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights AgreementSecurity Register. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion")Article XI. The Securities shall be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or relating to Senior Debt of the Company Indebtedness as provided in ARTICLE TWELVEArticle XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders Holder as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $300,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.3(6). The Securities shall be known and designated as the "6.256% Convertible Subordinated Notes due December 115, 20042003" of the Company. Their Stated Maturity shall be December 115, 2004 2003 and they shall bear interest on their principal amount from December 618, 19991996, payable semi-annually in arrears on June 1 15 and December 1 15 in each year, commencing June 15, 20001997, at the rate of 6.256% per annum until the principal thereof is due and at the rate then in effect of 6% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS Sections 2.2 and 9.1110.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided in the Registration Rights Agreementby Section 10.12. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after December 16, 1999, in whole or in part, as provided in ARTICLE TEN Article XI and in the form of Securities set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)Indenture, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 2.08, 3.52.09, 3.62.12, 8.52.14, 10.83.04, 11.2 10.04 or 13.3(e11.01, is limited to U.S. $150,000,000, as such amount may be increased, but not by an amount in excess of $22,500,000, solely as a result of the purchase of additional Securities (the “Additional Securities”) pursuant to the Initial Purchasers’ over-allotment option granted by the Issuer under the purchase agreement, dated March 3, 2011 (the “Purchase Agreement”), among the Issuer, the Guarantors and the Representatives, as representatives of the several Initial Purchasers; provided that the Issuer may, without the consent of the Holders, reopen the Securities and issue additional Securities under this Indenture with the same terms and with the same CUSIP number as the Securities issued under this Indenture on the initial Issue Date of the Securities of this series in an unlimited aggregate principal amount; provided, further, that no such additional Securities may be issued unless fungible with the Securities issued under this Indenture on the initial Issue Date for U.S. federal income tax purposes as evidenced by an Opinion of Counsel. Any additional Securities would rank equally and ratably in right of payment with the Securities issued under this Indenture on the initial Issue Date for the Securities of this series and would be treated as a single series of debt securities for all purposes under this Indenture. The Securities shall be known and designated as the "6.25“7.50% Convertible Subordinated Exchangeable Senior Notes due December 1, 2004" 2031” of the CompanyIssuer. Their Stated Final Maturity Date shall be December 1March 15, 2004 2031 and they shall bear interest on their principal amount from December 6March 9, 19992011, or 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 June 1 March 15 and December 1 in September 15 of each year, commencing June September 15, 20002011, at the rate of 6.257.50% per annum until the principal thereof is due and at the rate then in effect of 7.50% per annum on any overdue principal and, to the extent permitted by applicable law, on any overdue interest; PROVIDED. The Securities shall constitute direct, HOWEVERunsecured, irrevocable and unconditional obligations of the Issuer and will rank pari passu among themselves and with all other present and future unsecured and unsubordinated indebtedness of the Issuer. Interest on the Securities will be based on a 360-day year consisting of twelve 30-day months. If any Interest Payment Date (other than an Interest Payment Date coinciding with the Final Maturity Date or Redemption Date or Repurchase Date) of a Security falls on a day that payments shall only is not a Business Day, such Interest Payment Date will be postponed until the next succeeding Business Day pursuant to Section 12.06. If the Final Maturity Date, Redemption Date or Repurchase Date of a Security would fall on a day that is not a Business Day, the required payment of interest, if any, and principal will be made on the next succeeding Business Days Day and no interest on such payment will accrue for the period from and after the Final Maturity Date, Redemption Date or Repurchase Date to such next succeeding Business Day. Upon receipt by the Trustee of an Officer’s Certificate stating that the Representatives have elected to exercise the option for the Initial Purchasers to purchase from the Issuer a specified aggregate principal amount of Additional Securities not to exceed a total of $22,500,000 in accordance with this paragraph pursuant to the Purchase Agreement, the Trustee shall authenticate and make available for delivery such aggregate principal amount of such Additional Securities as provided in SECTION 1.12specified in, and upon receipt of, an Issuer Request, and such specified aggregate principal amount of such Additional Securities shall be considered part of the original aggregate principal amount of the Securities for all purposes hereof. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Section 2.03. The Securities shall be payable redeemable at such places the option of the Issuer, as are identified provided in Article 11 and shall be issued in the Company Notice given pursuant to SECTION 13.3 (any city form of Securities set forth in which any Paying Agent is located being herein called a "Place of Payment")Section 2.03. The Registrable Securities are entitled to the benefits of a the Registration Rights Agreement as provided by SECTIONS 2.2 Section 5.10 and 9.11in the form of Security set forth in Section 2.03. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 5.10. The Securities shall be redeemable at the option of the Company, guaranteed by each Guarantor as provided in ARTICLE TEN Article 13 and shall have endorsed thereon the Guarantee substantially in the form of Securities set forth in SECTION 2.2Section 2.03, executed by each Guarantor. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be convertible exchangeable as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle 4. The Securities shall be subject to repurchase by the Company Issuer at the option of the Holders as provided in ARTICLE THIRTEENArticle 3.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$100,000,000 in aggregate 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 3.4Section 303, 3.5304, 3.6305, 8.5306, 10.8307, 11.2 308, 906, 1011, 1014 or 13.3(e)1108; provided, however, that notwithstanding anything else stated herein the Company may issue up to an additional $25,000,000 in aggregate principal amount of Securities (the "Additional Securities") initially to the Initial Purchasers (as defined in the Registration Rights Agreement) pursuant to this Indenture on one occasion at any time through and including October 23, 1997 and such Additional Securities shall be treated as Securities for all purposes of this Indenture. The Securities shall be known and designated as the "6.258 1/2% Convertible Subordinated Senior Notes due December 1, 20042007" of the Company. Their The Stated Maturity of the Securities shall be December October 1, 2004 2007, and they the Securities shall each bear interest on their principal amount at the rate of 8 1/2% per annum, as such interest rate may be adjusted as set forth in the Securities, from December 6September 30, 19991997, or from the most recent Interest Payment Date to which interest has been paid, payable semi-annually in arrears semiannually on June April 1 and December October 1 in each year, commencing June 15April 1, 20001998, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash Securities will be exchangeable and transferable at an office or in shares agency of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (any city in which any Paying Agent is located being herein called a "Place The City of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the New York maintained for such purposes; provided, however, that payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall interest may be redeemable made at the option of the CompanyCompany by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as provided in ARTICLE TEN one class and in are together referred to as the form of "Securities." The Series A Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated rank pari passu in right of payment to Senior Debt of with the Company as provided in ARTICLE TWELVESeries B Securities. The Securities shall be subject to repurchase by the Company at the option of the Holders pursuant to an Offer as provided in ARTICLE THIRTEENSection 1011.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if U.S. $125,000,000 (plus, in the over-allotment is fully exercisedevent that Xxxxxxx, Xxxxx & Co. exercises its option to purchase up to $25,000,000 additional principal amount of Securities pursuant to Section 2 of the Purchase Agreement, such additional principal amount of Securities purchased by Xxxxxxx, Sachs & Co., which shall not exceed $25,000,000), except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.255.75% Convertible Subordinated Senior Notes due December April 1, 20042007" of the Company. Their Stated Maturity shall be December April 1, 2004 2007 and they shall bear interest on their principal amount from December 6March 25, 19992002, payable semi-annually in arrears on June April 1 and December October 1 in each year, commencing June 15October 1, 20002002, at the rate of 6.255.75% per annum until the principal thereof is due and at the rate then in effect of 5.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after April 1, 2005, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt have endorsed thereon, and the Holders of the Company Securities shall have the benefit of, the Guarantees as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$102,900,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 2.5, 3.52.6, 3.62.7, 8.57.5, 10.89.8, 11.2 10.2 or 13.3(e12.3(e). The Securities shall be known and designated as the "6.255.75% Convertible Senior Subordinated Notes due December 1June 15, 20042008" of the Company. Their Stated Maturity shall be December 1June 15, 2004 2008 and they shall bear interest on their principal amount from December 620, 19992002, payable semi-annually semiannually in arrears on June 1 15 and December 1 15 in each year, commencing June 15, 20002003, at the rate of 6.255.75% per annum until the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2attached hereto as Exhibit A, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 12.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN Article Nine and in the form of Securities set forth in SECTION 2.2. attached hereto as Exhibit A. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Ten (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle Eleven. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Twelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if U.S. $450,000,000 (or such greater amount not to exceed $500,000,000 to the extent the over-allotment option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised (the "Initial Purchaser Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.3(5) or 13.6 in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.250.50% Convertible Subordinated Senior Notes due December 1February 15, 20042034" of the Company. Their Stated Maturity shall be December 1February 15, 2004 2034 and they shall bear interest on their principal amount from December 6February 17, 19992004, payable semi-annually in arrears on June 1 February 15 and December 1 August 15 in each year, commencing June August 15, 20002004, at the rate of 6.250.50% per annum until the principal thereof is due and at the rate then in effect of 0.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS 2.2 in Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11 and in the Registration Rights Agreementform of security set forth in Section 2.2. The Securities shall be are redeemable at the option of the CompanyCompany at any time on or after February 20, 2011, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders on each February 15, of each of 2011, 2014, 2019, 2024 and 2029, as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 $250,000,000 (or $300,000,000 if the overOver-allotment Option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 15.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.255% Convertible Subordinated Notes due December 1, 20042007" of the Company. Their Stated Maturity shall be December 1, 2004 2007 and they shall bear interest on their principal amount from December 612, 19992000, payable semi-annually in arrears on June 1 and December 1 in each year, commencing June 151, 20002001, at the rate of 6.255% per annum until the principal thereof is due and at the rate then in effect of 5% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 15.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after December 3, 2004, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $400,000,000 (or $500,000,000 if the overOver-allotment Option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.254.75% Convertible Subordinated Notes due December July 1, 20042007" of the Company. Their Stated Maturity shall be December July 1, 2004 2007 and they shall bear interest on their principal amount from December 6July 3, 19992000, payable semi-annually in arrears on June July 1 and December January 1 in each year, commencing June 15January 1, 20002001, at the rate of 6.254.75% per annum until the principal thereof is due and at the rate then in effect of 4.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after July 1, 2003, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, Section 3.5, 3.63.8, 8.5, 10.8, 11.2 or 13.3(e12.3(f). The Securities shall be known and designated as the "6.252.00% Guaranteed Convertible Subordinated Senior Notes due December 1August 21, 20042011" of the CompanyIssuer. Their Stated Maturity shall be December 1August 21, 2004 2011, and they shall bear interest on their principal amount from December 6August 21, 19992001, payable semi-annually in arrears on June 1 February 21 and December 1 August 21 in each year, commencing June 15February 21, 20002002, at the rate of 6.252.00% per annum until the principal thereof is due and at the rate then in effect of 2.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION 1.12Section 1.13. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2Exhibit A and Exhibit B, and the Repurchase any Redemption Price, whether payable in cash Change of Control Redemption Price or in shares of Common Stock, Holder Option Redemption Price shall be payable at such places as are identified in the notice of redemption delivered pursuant to Section 10.5, the Company Notice given pursuant to SECTION Section 12.3 or any notice from the Issuer delivered pursuant to Section 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyIssuer, as provided in ARTICLE TEN Article Ten and in the form of Securities set forth in SECTION 2.2. Exhibit A and Exhibit B. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Eleven (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase redemption by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Twelve and Article Thirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.3(f). The Securities shall be known and designated as the "6.257% Convertible Subordinated Notes due December August 1, 2004" of the Company. Their Stated Maturity shall be December August 1, 2004 and they shall bear interest on their principal amount from December 6August 12, 19991997, payable semi-annually in arrears on June February 1 and December August 1 in each year, commencing June 15February 1, 20001998, at the rate of 6.257% per annum until the principal thereof is due and at the rate then in effect of 7% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS Sections 2.2 and 9.1110.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided in the Registration Rights Agreementby Section 10.12. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after August 1, 2000, in whole or in part, as provided in ARTICLE TEN Article Eleven and in the form of Securities set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The Securities shall be known and designated as the “3.25% Convertible Subordinated Notes due 2012” of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 $275,000,000 (or $315,000,000 if the over-allotment option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full), except for Securities securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to SECTION 3.4Section 2.7, 3.52.8, 3.62.9, 8.52.12, 7.5, 10.8, 11.2 11.1 or 13.3(e)12.2 hereof. The Securities shall be known and designated as the "6.25% Convertible Subordinated Notes due December 1issuable in denominations of $1,000 or integral multiples thereof. The Securities shall mature on September 28, 2004" of the Company2012. Their Stated Maturity Interest shall be December 1accrue from September 28, 2004 and they shall bear interest on their principal amount from December 6, 1999, payable semi-annually in arrears on June 1 and December 1 in each year, commencing June 15, 2000, 2005 at the a rate of 6.253.25% per annum until the principal thereof is due paid or made available for payment. Interest shall be payable semiannually in arrears on March 28 and at the rate then in effect on any overdue principal andSeptember 28 of each year, commencing March 28, 2006, to Holders of record as of the extent permitted by law, close of business on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12the Regular Record Date for such interest payment. The principal of, premium, if any, and interest Interest on the Securities shall be payable as provided in computed on the form basis of Securities set forth in SECTION 2.2a 360-day year of twelve 30-day months. Principal of, and interest on, Global Securities shall be payable to the Repurchase Price, whether payable Depositary in cash or in shares of Common Stock, immediately available funds. Principal on Physical Securities shall be payable at the office or agency of the Company maintained for such places purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) check mailed to the address of the Person entitled thereto as are identified such address shall appear in the Company Notice given pursuant to SECTION 13.3 Register, or (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled ii) upon application to the benefits Registrar not later than the relevant Record Date by a Holder of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the payment an aggregate principal amount in excess of Liquidated Damages as provided $5,000,000, wire transfer in the Registration Rights Agreementimmediately available funds. The Securities shall be redeemable at the option of the Company, Company as provided in ARTICLE TEN and Article X hereof. The Securities shall have a Repurchase Right exercisable at the option of Holders as provided in the form of Securities set forth in SECTION 2.2Article XI hereof. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion")Article XII hereof. The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIII hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $150,000,000 (or U.S.$200,000,000 if the overOver-allotment Option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.5, 3.6, 3.8, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.257.50% Convertible Subordinated Notes due December 1, 20042007" of the Company. Their Stated Maturity shall be December 1June 15, 2004 2007 and they shall bear interest on their principal amount from December 6June 28, 19992000, payable semi-annually in arrears on June 1 15 and December 1 15 in each year, commencing June December 15, 2000, at the rate of 6.257.50 % per annum until the principal thereof is due and at the rate then in effect of 7.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common StockStock that have been registered under the Securities Act, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after the third Business Day after June 15, 2004, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The Securities may be issued in two series, a series of Initial Securities and a series of Exchange Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 303, 3.5304, 3.6305, 8.5306, 10.8906, 11.2 1012, 1016 or 13.3(e)1108. The Securities shall be known and designated as the "6.258% Convertible Senior Subordinated Notes due December 1, 20042010" of the Company. Their The Stated Maturity of the Securities shall be December 1October 15, 2004 2010, and they the Securities shall each bear interest on their principal amount at the rate of 8% from December 6June 11, 19991998, or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semi-annually in arrears semiannually on June 1 April 15 and December 1 October 15, in each year, commencing June October 15, 20001998, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on the Securities shall be payable as provided at the office or agency of the Company maintained for such purpose in the form The City of Securities set forth in SECTION 2.2New York, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in other office or agency of the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall may be redeemable maintained for such purpose; provided, however, that interest may be paid at the option of the Company, as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment Company by check mailed to Senior Debt addresses of the Company Persons entitled thereto as provided in ARTICLE TWELVEsuch addresses shall appear on the Security Register. The Securities shall be subject to repurchase by the Company at the option of the Holders pursuant to an Offer as provided in ARTICLE THIRTEENSection 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 in Control pursuant to Section 1016. 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 obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four. The Indebtedness evidenced by the Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 12.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $200,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.2(e). The Securities shall be known and designated as the "6.256% Convertible Subordinated Notes due December 1, 20042002" of the Company. Their Stated Maturity shall be December October 1, 2004 2002 and they shall bear interest on their principal amount from December 6September 24, 19991997, payable semi-annually in arrears on June April 1 and December October 1 in each year, commencing June 15April 1, 20001998, at the rate of 6.256% per annum (together with any Additional Amounts and Liquidated Damages the Company may be required to pay) until the principal thereof is due due, and at the rate then in effect of 6% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities Security set forth in SECTION 2.2, Section 2.2 and the Repurchase Price, whether payable in cash or in shares of Common Stock, Price shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.2 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, in whole or in part, and at the option of the Company or otherwise in the event of certain developments, including, develop ments with respect to U.S. withholding taxes or certification requirements, as provided in ARTICLE TEN Article Eleven and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders Holder as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $80,000,000 (or $90,000,000 if the over-allotment option of Xxxxxxx, Sachs & Co. set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the "Xxxxxxx, Xxxxx & Co. Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.252.25% Convertible Subordinated Senior Notes due December 1May 30, 20042008" of the Company. Their Stated Maturity shall be December 1May 30, 2004 2008 and they shall bear interest on their principal amount from December 6May 28, 19992003, payable semi-annually in arrears on June 1 May 30 and December 1 November 30 in each year, commencing June 15November 30, 20002003, at the rate of 6.252.25% per annum until the principal thereof is due and at the rate then in effect of 2.25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities Security set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common StockStock or a combination thereof, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. At any time on or after May 30, 2005 and before May 30, 2007, the Securities shall be subject to Provisional Redemption by the Company, in whole or in part, subject to the conditions and as otherwise provided in Article XI and in the Registration Rights Agreementform of Security set forth in Section 2.2. The At any time on or after May 30, 2007 and before May 30, 2008, the Securities shall be redeemable at the option of the Company, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$500,000,000 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 3.4Section 3.03, 3.53.04, 3.63.05, 8.53.06, 10.83.07, 11.2 3.08, 9.06 or 13.3(e)11.08. The Initial Securities shall be known and designated as the "6.259 3/8% Convertible Series A Senior Subordinated Notes Securities due December 1, 20042007" of the Company. Their The Exchange Securities shall be known and designated as the "9 3/8% Series B Senior Subordinated Securities due 2007" of the Company. The Stated Maturity of the Securities shall be December 1February 15, 2004 2007, and they the Securities shall each bear interest on their principal amount at the rate of 9 3/8% per annum, as such interest rate may be adjusted as set forth in the Securities and the Registration Rights Agreement, from December 6February 22, 19992000 or from the most recent Interest Payment Date to which interest has been paid, as applicable, payable semi-annually in arrears semiannually on June 1 February 15 and December 1 August 15 in each year, commencing June August 15, 2000, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Securities shall be payable exchangeable and transferable at such places as are identified in an office or agency of the Company Notice given pursuant to SECTION 13.3 in The City of New York maintained for such purposes (any city in which any Paying Agent is initially will be a corporate trust office of the Trustee located being herein called a "Place of Payment"at Norwest Corporate Trust, x/x Xxxxxxxxxx Xxxxx Xxxxxxx, 0xx Xxxxx, XXXX Department, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10041). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the ; PROVIDED, HOWEVER, that payment of Liquidated Damages interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as provided shown on the Security Register. For all purposes hereunder, the Initial Securities and the Exchange Securities will be treated as one class and are together referred to as the "Securities." The Initial Securities rank PARI PASSU in right of payment with the Registration Rights AgreementExchange Securities. The Securities shall be redeemable at as provided in Article XI and in the option Securities. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$300,000,000 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 3.4Section 3.03, 3.53.04, 3.63.05, 8.53.06, 10.83.07, 11.2 3.08, 9.06 or 13.3(e)11.08. The Initial Securities shall be known and designated as the "6.257.95% Convertible Subordinated Notes Series A Senior Securities due December 1, 20042003" of the Company. Their The Exchange Securities shall be known and designated as the "7.95% Series B Senior Securities due 2003" of the Company. The Stated Maturity of the Securities shall be December August 1, 2004 2003, and they the Securities shall each bear interest on their principal amount at the rate of 7.95% per annum, as such interest rate may be adjusted as set forth in the Securities and the Registration Rights Agreement, from December 6August 2, 19991999 or from the most recent Interest Payment Date to which interest has been paid, as applicable, payable semi-annually in arrears semiannually on June August 1 and December February 1 in each year, commencing June 15February 1, 2000, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Securities shall be payable exchangeable and transferable at such places as are identified in an office or agency of the Company Notice given pursuant to SECTION 13.3 in The City of New York maintained for such purposes (any city in which any Paying Agent is initially will be a corporate trust office of the trustee located being herein called a "Place of Payment"at Norwest Corporate Trust, x/x Xxxxxxxxxx Xxxxx Xxxxxxx, 0xx Xxxxx, XXXX Department, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10041). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the ; PROVIDED, HOWEVER, that payment of Liquidated Damages interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as provided shown on the Security Register. For all purposes hereunder, the Initial Securities and the Exchange Securities will be treated as one class and are together referred to as the "Securities." The Initial Securities rank PARI PASSU in right of payment with the Registration Rights AgreementExchange Securities. The Securities shall be redeemable at as provided in Article XI and in the option Securities. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 3.05, 3.53.08, 3.68.05, 8.510.08, 10.8, 11.2 11.02 or 13.3(e12.03(f). The Securities shall be known and designated as the "6.25“2.00% Guaranteed Convertible Subordinated Senior Notes due December 1August 21, 2004" 2011” of the CompanyIssuer. Their Stated Maturity shall be December 1August 21, 2004 2011, and they shall bear interest on their principal amount from December 6August 21, 19992001, payable semi-annually in arrears on June 1 February 21 and December 1 August 21 in each year, commencing June 15February 21, 20002002, at the rate of 6.252.00% per annum until the principal thereof is due and at the rate then in effect of 2.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION 1.12Section 1.13. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2Exhibit A and Exhibit B, and the Repurchase any Redemption Price, whether payable in cash Change of Control Redemption Price or in shares of Common Stock, Holder Option Redemption Price shall be payable at such places as are identified in the notice of redemption delivered pursuant to Section 10.05, the Company Notice given pursuant to SECTION 13.3 Section 12.03 or any notice from the Issuer delivered pursuant to Section 13.03 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyIssuer, as provided in ARTICLE TEN Article 10 and in the form of Securities set forth in SECTION 2.2. Exhibit A and Exhibit B. The Securities shall be convertible as provided in ARTICLE ELEVEN Article 11 (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase redemption by the Company Issuer at the option of the Holders as provided in ARTICLE THIRTEENArticle 12 and Article 13.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$__________, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). ----------- --- --- --- ---- ---- ------- The Securities shall be known and designated as the "6.25__% Convertible Subordinated Notes due December 1_________, 20042005" of -42- the Company. Their Stated Maturity shall be December 1__________, 2004 2005 and they shall bear interest on their principal amount from December 6__________, 19992000, payable semi-annually in arrears on June 1 ____________ and December 1 ____________ in each year, commencing June 15____________, 2000, at the rate of 6.25__% per annum until the principal thereof is due and at the rate then in effect of __% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments -------- ------- shall only be made on Business Days as provided in SECTION Section 1.12. ------------ The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and ----------- the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN Article Ten and in the form of Securities set forth in SECTION Section 2.2. ----------- ----------- The Securities are not entitled to the benefit of any sinking fund. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Eleven (any -------------- city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle Twelve. -------------- The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEEN.Article Thirteen. ----------------

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$500,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.7, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.254 3/4% Convertible Subordinated Notes due December 1July 15, 2004" 2008 of the Company. Their Stated Maturity shall be December 1July 15, 2004 2008 and they shall bear interest on their principal amount from December 68, 1999, payable semi-annually in arrears on June 1 January 15 and December 1 July 15 in each year, commencing June July 15, 2000, at the rate of 6.254 3/4% per annum until the principal thereof is due and at the rate then in effect of 6 3/4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice Offer to Purchase given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after January 20, 2002, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $75,000,000 (or $100,000,000 if the over-allotment Initial Purchaser Option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the "Initial Purchaser Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.255.00% Convertible Subordinated Senior Notes due December 1November 15, 20042006" of the Company. Their Stated Maturity shall be December 1November 15, 2004 2006 and they shall bear interest on their principal amount from December 6November 27, 19992001, payable semi-annually in arrears on June 1 May 15 and December 1 November 15 in each year, commencing June May 15, 20002002, at the rate of 6.255.00% per annum until the principal thereof is due and at the rate then in effect of 5.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after November 15, 2004, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S.$125,000,000 (U.S.$150,000,000 if the over-allotment is fully exercised), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 2.5, 3.52.6, 3.62.7, 8.57.5, 10.89.8, 11.2 10.2 or 13.3(e12.3(e). The Securities shall be known and designated as the "6.255.50% Convertible Subordinated Notes due December 1February 15, 20042007" of the Company. Their Stated Maturity shall be December 1February 15, 2004 2007 and they shall bear interest on their principal amount from December 6February 15, 19992000, payable semi-annually semiannually in arrears on June 1 February 15 and December 1 August 15 in each year, commencing June August 15, 2000, at the rate of 6.255.50% per annum until the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2attached hereto as Exhibit A, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 12.3 (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 SECTIONS 2.2 and 9.11. the form of Securities attached hereto as Exhibit A. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. Whenever in this Indenture there is a reference, in any context, to the payment of the principal of, premium, if any, or interest on, or in respect of, any Security, such mention shall be deemed to include mention of the payment of Liquidated Damages payable as described in the Registration Rights Agreement to the extent that, in such context, Liquidated Damages are, were or would be payable in respect of the Security pursuant to the Registration Rights Agreement, and an express mention of the payment of Liquidated Damages (if applicable) in any provisions of the Security shall not be construed as excluding Liquidated Damages in those provisions of the Security where such express mention is not made. Liquidated Damages, if any, shall be paid on an Interest Payment Date. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN Article Nine and in the form of Securities set forth in SECTION 2.2. attached hereto as Exhibit A. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Ten (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle Eleven. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Twelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $100,000,000 (or $110,000,000 if the over-allotment option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the "Initial Purchaser Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.252.50% Convertible Subordinated Senior Notes due December October 1, 20042010" of the Company. Their Stated Maturity shall be December October 1, 2004 2010 and they shall bear interest on their principal amount from December 6September 30, 19992003, payable semi-annually in arrears on June April 1 and December October 1 in each year, commencing June 15April 1, 20002004, at the rate of 6.252.50% per annum until the principal thereof is due and at the rate then in effect of 2.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS 2.2 in Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11 and in the Registration Rights Agreementform of security set forth in Section 2.2. The Securities shall be are redeemable at the option of the CompanyCompany at any time on or after October 5, 2008, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders on October 1, 2008, as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $__________, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 3.04, 3.53.05, 3.63.06, 8.58.05, 10.811.08, 11.2 12.02 or 13.3(e14.02(e). The Securities shall be known and designated as the "6.25____% Convertible Subordinated Notes due December 1, 20042006" of the CompanyIssuers. Their Stated Maturity shall be December 1__________, 2004 2006 and they shall bear interest on their principal amount from December 6__________, 1999, payable semi-annually in arrears on June 1 __________ and December 1 __________ in each year, commencing June 15__________, 20001999, at the rate of 6.25_____% per annum until the principal amount at maturity, Redemption Price or Fundamental Change Redemption Price in respect thereof is due and at the rate then in effect on any overdue principal anddue; provided, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal ofprincipal, premiumIssue Price, if anyaccrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, and interest on in respect of the Securities shall be payable as provided in the form of Securities Security set forth in SECTION 2.2, Section 2.02 and the Repurchase Price, whether payable in cash or in shares of Common Stock, Fundamental Change Redemption Price shall be payable at such places as are identified in the Company Issuer Notice given pursuant to SECTION 13.3 Section 14.02 (any 33 41 city in which any Paying Agent is located being herein called a "Place of PaymentPLACE OF PAYMENT"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, in whole or in part, and at the option of the Company as provided in ARTICLE TEN Article 11 and in the form of Securities Security set forth in SECTION 2.2Section 2.02. The Securities shall be convertible as provided in ARTICLE ELEVEN Article 12 (any city in which any Conversion Agent is located being herein called a "Place of ConversionPLACE OF CONVERSION"). The Securities shall be subordinated in right of payment to Senior Debt of the Company Indebtedness as provided in ARTICLE TWELVEArticle 13. The Securities shall be subject to repurchase by the Company Issuers at the option of the Holders Holder as provided in ARTICLE THIRTEENArticle 14.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $500,000,000 (or U.S. $600,000,000 if the overOver-allotment Option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.255% Convertible Subordinated Notes due December April 1, 20042007" of the Company. Their Stated Maturity shall be December April 1, 2004 2007 and they shall bear interest on their principal amount from December 6March 29, 19992000, payable semi-annually in arrears on June April 1 and December October 1 in each year, commencing June 15October 1, 2000, at the rate of 6.255% per annum until the principal thereof is due and at the rate then in effect of 5% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after the third Business Day after April 1, 2003, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $____________ (or $_____________ if the overOver-allotment Option set forth in the Underwriting Agreement is fully exercisedexercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.7[, 12.2](36) or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.25____% Convertible [Convertible](37) Subordinated Notes due December 1_________, 2004______" of the Company. Their Stated Maturity shall be December 1_______________, 2004 _____ and they shall bear interest on their principal amount from December 6____________, 1999_____, payable semi-annually in arrears on June 1 ________ and December 1 ________ in each year, commencing June 15_________________, 2000______, at the rate of 6.25____% per annum until the principal thereof is due and at the rate then in effect of ____% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after _________________, ____, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (are not entitled to the benefit of any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENsinking fund.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $600,000,000, except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). previously authenticated and delivered under this Indenture The Securities shall be known and designated as the "6.252% Convertible Subordinated Notes due December June 1, 20042008" of the Company. Their Stated Maturity shall be December June 1, 2004 2008 and they shall bear interest on their principal amount from December 6May 30, 19992001, payable semi-annually in arrears on June 1 and December 1 in each year, commencing June 15December 1, 20002001, at the rate of 6.252.00% per annum until the principal thereof is due and at the rate then in effect of 2.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common StockOrdinary Shares, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after June 1, 2006, in whole or in part, as provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if unlimited. Additional Securities may be issued under this Indenture after the over-allotment is fully exercised), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)date hereof without the consent of Holders. The Initial Securities shall be known and designated as the "6.257% Convertible Subordinated Notes Series A Senior Securities due December 1, 20042013" of the Company. Their The Exchange Securities shall be known and designated as the "7% Series B Senior Securities due 2013" of the Company. The Stated Maturity of the Securities shall be December 1April 15, 2004 2013, and they the Securities shall each bear interest on their principal amount at the rate of 7% per annum, as such interest rate may be adjusted as set forth in the Securities and the Registration Rights Agreement, from December 6April 11, 19992003 or from the most recent Interest Payment Date to which interest has been paid, as applicable, payable semi-annually in arrears semiannually on June 1 April 15 and December 1 October 15 in each year, commencing June October 15, 20002003, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Securities shall be payable exchangeable and transferable at such places as are identified in an office or agency of the Company Notice given pursuant to SECTION 13.3 in The City of New York maintained for such purposes (any city in which any Paying Agent is initially will be a corporate trust office of the Trustee located being herein called a "Place of Payment"at U.S. Bank National Association, c/o Corporate Trust Department, 180 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xx. Xxxx, MN 55101). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the , provided, however, that payment of Liquidated Damages interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as provided shown on the Security Register. For all purposes hereunder, the Initial Securities and the Exchange Securities will be treated as one class and are together referred to as the "Securities." The Initial Securities rank pari passu in right of payment with the Registration Rights AgreementExchange Securities. The Securities shall be redeemable at as provided in Article XI and in the option Securities. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 the sum of (a) $87,500,000 and (b) such aggregate principal amount (which may not exceed $10,500,000 aggregate principal amount) of Securities, if any, as shall be purchased by the over-allotment is fully exercisedInitial Purchasers at the "Second Closing Time" (as defined in the Purchase Agreement) pursuant to and in accordance with the terms and provisions of the Purchase Agreement, dated December 11, 1996 (the "Purchase Agreement"), between the Company and each Initial Purchaser, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 304, 3.5305, 3.6306, 8.5906, 10.81108, 11.2 1205 or 13.3(e)1301. The Securities shall be known and designated as the "6.256% Convertible Subordinated Notes due December 1, 20042003" of the Company. Their Stated Maturity shall be December 115, 2004 2003 and they shall bear interest on their principal amount at the rate of 6% per annum, from December 617, 19991996 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 semiannually in arrears on June 1 15 and December 1 in each year15, commencing June 15, 20001997, at the rate of 6.25% per annum until the principal thereof is due due, and at the rate then in effect of 6% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12. The principal of, of (and premium, if any, ) and interest on the Securities shall be payable as in the manner provided in the form of Securities set forth in SECTION 2.2, Section 202 and at the Repurchase Price, whether payable in cash office or in shares agency of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (in New York, New York, maintained for such purpose and at any city in which any Paying Agent is located being herein called a "Place of Payment")other office or agency maintained by the Company for such purpose. The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 Sections 203 and 9.111007. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 1007. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to repurchase at the option of the Company, Holders as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2Article Twelve. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion")Article Thirteen. The Securities shall be subordinated in right of payment to Senior Debt of the Company Indebtedness as provided in ARTICLE TWELVEArticle Fourteen. Section 302. Denominations. The Securities shall be subject to repurchase by the Company at the option issuable only in registered form without coupons and only in denominations of the Holders as provided in ARTICLE THIRTEEN$1,000 and any integral multiple thereof.

Title and Terms. The aggregate principal amount of Securities Bonds which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised), $5,000,000 except for Securities Bonds authenticated and delivered upon transfer of, or in exchange for, or in lieu of, of other Securities Bonds pursuant to SECTION 3.4Section 304, 3.5305, 3.6306, 8.5905 and 1108 hereof. Forthwith upon the execution and delivery of this Indenture, 10.8or from time to time thereafter, 11.2 or 13.3(e)Bonds up to a maximum aggregate principal amount of $5,000,000 may be executed by the Company and delivered to the 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 "6.2510% Convertible Subordinated Notes due December 1Adjustable Secured Bonds, 2004Due 2000" of the Company. Their Stated Maturity shall be December 1_____________ , 2004 2000 and they shall bear interest on their principal amount at the rate per annum specified in the title of the Bonds, from December 6the Initial Interest Accrual Date, 1999or 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 June January 1 and December July 1 in each year, commencing June 15January 1, 20001996, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be paid or made on Business Days as provided in SECTION 1.12available for payment. The principal of, of (and premium, if any, ) and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Bonds shall be payable at such places as are identified in the office or agency of the Company Notice given pursuant to SECTION 13.3 maintained for such purpose (any city in which any Paying Agent is located being herein called a "Place of Payment"), which may be at the Principal Corporate Trust Office of the Trustee, or at such other location designated by the Company and maintained pursuant to Section 1002. The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages Bonds shall be redeemable as provided in the Registration Rights AgreementArticle Eleven. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities Bonds shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Twelve. The Securities Bonds shall be subject to repurchase by the Company at the option of the Holders convertible as provided in ARTICLE THIRTEENArticle Thirteen. The Bonds shall be secured by the Collateral Stock as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $150,000,000 (or $175,000,000 if the over-allotment is fully exercisedInitial Purchasers exercise in full their right to purchase additional Notes), except for Securities Notes authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). Notes previously authenticated and delivered under this Indenture The Securities Notes shall be known and designated as the "6.257.00% Convertible Subordinated Notes due December 1July 15, 20042006" of the Company. Their Stated Maturity shall be December 1July 15, 2004 2006 and they shall bear interest on their principal amount from December 6June 29, 19992001, payable semi-annually in arrears on June 1 January 15 and December 1 July 15 in each year, commencing June January 15, 20002002, at the rate of 6.257.00% per annum until the principal thereof is due and at the rate then in effect of 7.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities Notes shall be payable as provided in the form of Securities Notes set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities Notes are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 Section 10.11 and 9.11in the form of Note set forth in Section 2.2. The Securities Notes are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities Company shall be redeemable not optionally redeem the Notes at the option of the Company, as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2any time. The Securities Notes shall be convertible as provided in ARTICLE ELEVEN Article XI (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities Notes shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle XII. The Securities Notes shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$150,000,000 aggregate principal amount of Series A Securities and Series B Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 3.03, 3.53.04, 3.63.05, 8.5, 10.8, 11.2 3.06 or 13.3(e)9.06. The Series A Securities shall be known and designated as the "6.257.25% Convertible Subordinated Senior Notes due December 1, 20042007" of the Company. Their The Series B Securities shall be known and designated as the "7.25% Senior Notes due 2007, Series B" of the Company. The final Stated Maturity of the Series A Securities and the Series B Securities shall be December March 1, 2004 2007, and they the Series A Securities and Series B Securities shall each bear interest on their principal amount at the rate of 7.25% per annum (as adjusted pursuant to the Registration Rights Agreement) from December 6March 1, 19991997 or from the most recent date to which interest has been paid, as the case may be, payable semi-annually in arrears semiannually on June March 1 and December 1 September 1, in each year, commencing June 15September 1, 20001997, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted lawful) or premium, if any, shall be payable on demand. Series B Securities may be issued only in exchange for a like principal amount of Series A Securities pursuant to an Exchange Offer. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global security (the "U.S. Global Security") and Series A Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a single permanent global security (the "Offshore Global Security" and together with the U.S. Global Security, the "Global Securities"), each substantially in the form set forth in Sections 2.02(a) and 2.03(a) hereof, deposited with the Trustee, as custodian of the Depositary, duly executed by law, on the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any overdue interest; PROVIDED, HOWEVER, that payments shall only Global Security may from time to time be increased or decreased by adjustments made on Business Days the records of the Trustee, as provided custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in SECTION 1.12the form of permanent certificated Securities in registered form (the "U.S. Physical Securities"). Securities issued pursuant to Section 3.13 in exchange for interests in the U.S. Global Security shall be in the form of U.S. Physical Securities. Securities issued in exchange for interests in the Offshore Global Security pursuant to Section 3.13 shall be in the form of permanent certificated Securities in registered form (the "Offshore Physical Securities" and together with the U.S. Physical Securities, the "Physical Securities"). Physical Securities shall be in substantially the form set forth in Sections 2.02(a) and 2.03(a) hereof. The principal of, premium, if any, and interest on the Global Securities shall be payable to the Depositary or its nominee, as provided in the form case may be, as the sole registered owner and the sole holder of the Global Securities set forth in SECTION 2.2represented thereby. The principal of, premium, if any, and the Repurchase Price, whether payable interest on Securities in cash or in shares of Common Stock, certificated form shall be payable at such places as are identified in the office or agency of the Company Notice given pursuant to SECTION 13.3 (any city maintained for such purpose in which any Paying Agent is located being herein called a "Place The City of Payment"). The Registrable Securities are entitled to New York, or at such other office or agency of the benefits of a Registration Rights Agreement Company as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall may be redeemable maintained for such purpose; provided, however, that at the option of the Company interest may be paid by check mailed to the addresses of the persons entitled thereto as such addresses shall appear on the Security Register. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$150,000,000, except for Securities authenticated authenti- cated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.2(f). The Securities shall be known and designated as the "6.254-1/2% Convertible Subordinated Notes due December June 1, 20042001" of the Company. Their Stated Maturity shall be December June 1, 2004 2001 and they shall bear interest on their principal amount from December 6June 5, 19991996, payable semi-annually in arrears on June 1 and December 1 in each year, commencing June 15December 1, 20001996, at the rate of 6.254-1/2% per annum until the principal thereof is due and at the rate then in effect of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form forms of Securities and coupon set forth in SECTION 2.2, Sections 2.2 and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 2.3 (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 SECTIONS 2.2 and 9.11Section 10.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided in the Registration Rights Agreementby Section 10.12. The Securities shall be redeemable at the option of the Company at any time on or after June 1, 1999, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in ARTICLE TEN Article Eleven and in the form forms of Securities set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.3(f). The Securities shall be known and designated as the "6.257% Convertible Subordinated Notes due December August 1, 2004" of the Company. Their Stated Maturity shall be December August 1, 2004 and they shall bear interest on their principal amount from December 6August 12, 19991997, payable semi-annually in arrears on June February 1 and December August 1 in each year, commencing June 15February 1, 20001998, at the rate of 6.257% per annum until the principal thereof is due and at the rate then in effect of 7% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common StockAlcatel ADSs, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS Sections 2.2 and 9.1110.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided in the Registration Rights Agreementby Section 10.12. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after August 1, 2000, in whole or in part, as provided in ARTICLE TEN Article Eleven and in the form of Securities set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $450,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.6 in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.25“0.50% Convertible Subordinated Notes Senior Notes, Series B due December 1February 15, 2004" 2034” of the Company. Their Stated Maturity shall be December 1February 15, 2004 2034 and they shall bear interest on their principal amount from December 6February 15, 19992005, payable semi-annually in arrears on June 1 February 15 and December 1 August 15 in each year, commencing June August 15, 20002005, at the rate of 6.250.50% per annum until the principal thereof is due and at the rate then in effect of 0.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Price shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 13.2 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after February 20, 2011, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders on each February 15, of each of 2011, 2014, 2019, 2024 and 2029, as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$100,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.2(e). The Securities shall be known and designated as the "6.255% Convertible Subordinated Notes due December 1, 20042002" of the Company. Their Stated Maturity shall be December October 1, 2004 2002 and they shall bear interest on their principal amount from December 6September 16, 19991997, payable semi-annually in arrears on June April 1 and December October 1 in each year, commencing June 15April 1, 20001998, at the rate of 6.255% per annum (together with any Additional Amounts and Additional Interest the Company may be required to pay) until the principal thereof is due due, and at the rate then in effect of 5% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities Security set forth in SECTION 2.2, Section 2.2 and the Repurchase Price, whether payable in cash or in shares of Common Stock, Price shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 15.2 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, in whole or in part, and at the option of the Company or otherwise in the event of certain developments, including developments with respect to U.S. withholding taxes, as provided in ARTICLE TEN Article Eleven and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to U.S.$150,000,000(U.S.$200,000,000 if U.S.$100,000,000 (or such greater amount necessary to reflect (i) exercise of the Initial Purchaser's over-allotment is fully exercisedoption in compliance with the Purchase Agreement and/or (ii) the issuance of Additional Securities in an aggregate principal amount of up to $35,000,000, in which case the maximum aggregate principal amount of the Securities shall be $150,000,000), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 2.5, 3.52.6, 3.62.7, 8.57.5, 10.89.8, 11.2 10.2 or 13.3(e12.3(e). The Securities shall be known and designated as the "6.255% Convertible Subordinated Notes due December 1November 15, 20042005" of the Company. Their Stated Maturity shall be December 1November 15, 2004 2005 and they shall bear interest on their principal amount from December 6November 19, 19992001, payable semi-annually semiannually in arrears on June 1 May 15 and December 1 November 15 in each year, commencing June May 15, 20002002, at the rate of 6.255% per annum until the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2attached hereto as Exhibit A, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 12.3 (any city in which any Paying Agent is located being herein called a "Place of PaymentPLACE OF PAYMENT"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN Article Nine and in the form of Securities set forth in SECTION 2.2. attached hereto as Exhibit A. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Ten (any city in which any Conversion Agent is located being herein called a "Place of ConversionPLACE OF CONVERSION"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle Eleven. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Twelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $100,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.3 or 13.9 in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.255.25% Convertible Subordinated Notes Senior Debentures due December 1August 15, 20042033" of the Company. Their Stated Maturity shall be December 1August 15, 2004 2033 and they shall bear interest on their principal amount from December 6August 11, 19992003, payable semi-annually in arrears on June 1 February 15 and December 1 August 15 in each year, commencing June February 15, 20002004, at the rate of 6.255.25% per annum until the principal thereof is due and at the rate then in effect of 5.25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities Security set forth in SECTION Section 2.2, and the Repurchase Price and the Change in Control Repurchase Price, whether payable in cash or in shares of Common StockStock or a combination thereof, shall be payable at such places as are identified in the notice given by the Company Notice given pursuant to SECTION 13.3 Sections 13.2 and 13.6, respectively (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 SECTIONS 2.2 Section 10.7 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in by Section 10.7. At any time on or after August 15, 2008, the Registration Rights Agreement. The Securities shall be redeemable at the option of subject to redemption by the Company, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $450,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.6 in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.25“0.50% Convertible Subordinated Notes Senior Notes, Series B due December 1February 15, 2004" 2034” of the Company. Their Stated Maturity shall be December 1February 15, 2004 2034 and they shall bear interest on their principal amount from December 6February 15, 19992005, payable semi-annually in arrears on June 1 February 15 and December 1 August 15 in each year, commencing June August 15, 20002005, at the rate of 6.250.50% per annum until the principal thereof is due and at the rate then in effect of 0.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 13.2 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after February 20, 2011, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders on each February 15, of each of 2011, 2014, 2019, 2024 and 2029, as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)unlimited. The Securities shall be known and designated as the "6.25[ ]% Convertible Subordinated Notes due December 1, 20042006" of the Company. Their Stated Maturity shall be December 1[ ], 2004 2006 and they shall bear interest on their principal amount from December 6[ ], 1999, payable semi-annually in arrears on June 1 [ ] and December 1 [ ] in each year, commencing June 15[ ], 2000, at the rate of 6.25[ ]% per annum until the principal thereof is due and at the rate then in effect of [ ]% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION 1.12Section 1.13. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 12.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after [ ] 2002, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article XII. The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in Article XIII. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XIV (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEEN.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised), except for Securities be authenticated and delivered in exchange forunder this Indenture is $300,000,000. Additional Securities, which may be Initial Securities or in lieu ofExchange Securities ("Additional Securities"), other may be authenticated and delivered under this Indenture at any time from time to time, and such Securities pursuant to SECTION 3.4will have the same terms and conditions as, 3.5and be treated as a single class (for all purposes under this Indenture) with, 3.6, 8.5, 10.8, 11.2 or 13.3(e)all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the "6.255.90% Convertible Subordinated Senior Notes due December 12007" and the Exchange Securities shall be known and designated as the "5.09% Senior Notes due 2007, 2004Series B." The Stated Maturity of the Company. Their Stated Maturity Securities shall be December 1January 15, 2004 2007, and they the Securities shall bear interest on at the rate of 5.90% per annum from their principal amount date of original issue, or from December 6, 1999the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually semiannually in arrears on June 1 January 15 and December 1 July 15 in each year, commencing June 15on the date set forth in the definitive form of such Securities, 2000, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect on any overdue principal andpaid or duly provided for, to the extent permitted by law, Person in whose name the Security (or any Predecessor Security) is registered at the close of business on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12the January 1 or July 1 next preceding such Interest Payment Date. The principal of, premium, if any, of and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2payable, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable exchangeable and transferable, at the office or agency of the Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such stock exchange require, in Luxembourg, in each case maintained for such purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, 000 Xxxx Xxxxxx, Xxxxxxxx, XX, 00000, Attention: Corporate Trust Operations and the office of the Luxembourg Paying Agent located at Banque Generale de Luxembourg S.A., 00 Xxxxxx X.X. Xxxxxxx, L-2951 Luxembourg) or, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent)) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in ARTICLE TEN and in connection with the form Exchange Offer will be treated as a single class of Securities set forth in SECTION 2.2securities under this Indenture. The Securities shall be convertible redeemable as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XI.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$400,000,000 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 3.4Section 3.03, 3.53.04, 3.63.05, 8.53.06, 10.83.07, 11.2 3.08, 9.06 or 13.3(e)11.08. The Initial Securities shall be known and designated as the "6.257 7/8% Convertible Series A Senior Subordinated Notes Securities due December 1, 20042005" of the Company. Their The Exchange Securities shall be known and designated as the "7 7/8% Series B Senior Subordinated Securities due 2005" of the Company. The Stated Maturity of the Securities shall be December 115, 2004 2005, and they the Securities shall each bear interest on their principal amount at the rate of 7 7/8% per annum, as such interest rate may be adjusted as set forth in the Securities and the Registration Rights Agreement, from December 621, 19991998 or from the most recent Interest Payment Date to which interest has been paid, as applicable, payable semi-annually in arrears semiannually on June 1 15 and December 1 15 in each year, commencing June 15, 20001999, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Securities shall be payable exchangeable and transferable at such places as are identified in an office or agency of the Company Notice given pursuant to SECTION 13.3 in The City of New York maintained for such purposes (any city in which any Paying Agent is initially will be a corporate trust office of the trustee located being herein called a "Place of Payment"at 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxx Xxxx, New York 1004). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the ; PROVIDED, HOWEVER, that payment of Liquidated Damages interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as provided shown on the Security Register. For all purposes hereunder, the Initial Securities and the Exchange Securities will be treated as one class and are together referred to as the "Securities." The Initial Securities rank PARI PASSU in right of payment with the Registration Rights AgreementExchange Securities. The Securities shall be redeemable at as provided in Article XI and in the option Securities. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle IV.

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 U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$55,000,000 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 3.4Sections 3.03, 3.53.04, 3.63.05, 8.53.06, 10.83.07, 11.2 3.08, 9.06, 10.12, 10.14, 10.15 or 13.3(e)11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08. The Securities shall be known and designated as the "6.25“5.50% Convertible Subordinated Senior Notes due December 1, 2004" 2018” of the Company. Their The Stated Maturity of the principal of the Securities shall be December May 1, 2004 2018, and they the Securities shall each bear interest on their principal amount at the rate of 5.50% per annum, as such interest rate may be adjusted as set forth in the Securities, from December 6April 29, 19992015 or from the most recent Interest Payment Date to which interest has been paid, payable semi-annually in arrears semiannually on June May 1 and December November 1 in each year, commencing June 15November 1, 20002015, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxxxxx Xxxxxx, 7E, New York, New York 10286); 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. Notwithstanding anything to the contrary in this Section 3.01, payment of principal of and any premium and interest on any Security in permanent global form shall be made by wire transfer to the Depository therefor or pursuant to such other procedures as shall be prescribed by such Depository, and the Company, as provided in ARTICLE TEN the Trustee and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt agent of the Company and the Trustee shall treat, for all purposes whatsoever, such Depository or its nominee as provided in ARTICLE TWELVEthe Holder of such Security. 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 at the option of the Holders pursuant to an Offer as provided in ARTICLE THIRTEENSection 10.12 or pursuant to a Special Mandatory Offer to Purchase as provided in Section 10.14. 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 equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$125,000,000 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 3.4Section 303, 3.5304, 3.6305, 8.5306, 10.8307, 11.2 308, 906, 1012, 1015 or 13.3(e)1108. The Securities shall be known and designated as the "6.2511% Convertible Senior Subordinated Notes due December 1, 20042008" of the Company. Their The Stated Maturity of the Securities shall be December August 1, 2004 2008, and they the Securities shall each bear interest on their principal amount at the rate of 11% per annum, as such interest rate may be adjusted as set forth in the Securities, from December 6July 31, 19991998, or from the most recent Interest Payment Date to which interest has been paid, payable semi-annually in arrears semiannually on June February 1 and December August 1 in each year, commencing June 15February 1, 20001999, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 100 Wall Street, 20th Floor, New York, New York, 10005); provided, howxxxx, xxxx xxxxxxx xx xxxxxxxx xxx xx xxxx xx xhe option of the CompanyCompany 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 provided in ARTICLE TEN one class and in are together referred to as the form of "Securities." The Series A Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated rank pari passu in right of payment to Senior Debt of with the Company as provided in ARTICLE TWELVESeries B Securities. The Securities shall be subject to repurchase by the Company at the option of the Holders pursuant to an Offer as provided in ARTICLE THIRTEENSection 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. The Indebtedness evidenced by these Securities shall be subordinated in right of payment with all other Senior Indebtedness. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $345,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 3.04, 3.53.05, 3.63.06, 8.58.05, 10.811.08, 11.2 12.02 or 13.3(e14.02(e). The Securities shall be known and designated as the "6.25____% Convertible Subordinated Notes due December 1, 20042007" of the Company. Their Stated Maturity shall be December 1__________, 2004 2007 and they shall bear interest on their principal amount from December 6__________, 19992000, payable semi-annually in arrears on June 1 __________ and December 1 __________ in each year, commencing June 15__________, 2000, at the rate of 6.25_____% per annum until the principal principal, Redemption Price or Fundamental Change Redemption Price in respect thereof is due and at the rate then in effect on any overdue principal anddue; provided, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal ofprincipal, premiumRedemption Price, if anyFundamental Change Redemption Price, and interest on in respect of the Securities shall be payable as provided in the form of Securities Security set forth in SECTION 2.2, Section 2.02 and the Repurchase Price, whether payable in cash or in shares of Common Stock, Fundamental Change Redemption Price shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.02 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, in whole or in part, and at the option of the Company as provided in ARTICLE TEN Article 11 and in the form of Securities Security set forth in SECTION 2.2Section 2.02. The Securities shall be convertible as provided in ARTICLE ELEVEN Article 12 (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company Indebtedness as provided in ARTICLE TWELVEArticle 13. The Securities shall be subject to repurchase by the Company at the option of the Holders Holder as provided in ARTICLE THIRTEENArticle 14.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$200,000,000 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 3.4Sectxxx 000, 3.5000, 3.6000, 8.5000, 10.8, 11.2 or 13.3(e)000 xx 0000. The Securities shall be known and designated as the "6.25_____% Convertible Subordinated Senior Notes due December 1, 20042009" of the Company. Their The Stated Maturity of the Securities shall be December 1_______, 2004 2009, and they the Securities shall each bear interest on their principal amount at the rate of _____% per annum, as such interest rate may be adjusted as set forth in the Securities, from December 6_______, 1999, or from the most recent Interest Payment Date to which interest has been paid, payable semi-annually in arrears semiannually on June 1 ________ and December 1 _________ in each year, commencing June 15_________, 20001999, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as paid or duly provided in SECTION 1.12for. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Securities shall be payable exchangeable and transferable at such places as are identified in an office or agency of the Company Notice given pursuant to SECTION 13.3 in The City of New York maintained for such purposes (any city in which any Paying Agent is initially will be a corporate trust office of the Trustee or its affiliate located being herein called a "Place of Payment"at 55 Wxxxx Xxxxxx, Xxxx 000, Xxxxx Xxxxxxxx, Xxx Xxxx, XX). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the ; xrovided, however, that payment of Liquidated Damages interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as provided in shown on the Registration Rights AgreementSecurity Register. The Securities shall be redeemable at as provided in Article Eleven and in the option Securities. The Indebtedness evidenced by the Securities shall rank pari passu in right of payment with all other Senior Indebtedness. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Defaults and Events of Default thereunder may be defeased as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Four.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $125,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.5 in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.25“2% Convertible Subordinated Senior Notes due December May 1, 2004" 2024” of the Company. Their Stated Maturity shall be December May 1, 2004 2024 and they shall bear interest on their principal amount from December 6April 29, 19992004, payable semi-annually in arrears on June May 1 and December November 1 in each year, commencing June 15November 1, 20002004, at the rate of 6.252% per annum until the principal thereof is due and at the rate then in effect of 3% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, of and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Price shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 13.2 (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 SECTIONS 2.2 in Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Holders of the Securities are entitled to the payment of Liquidated Damages Additional Interest as provided by Section 10.11 and in the Registration Rights Agreementform of security set forth in Section 2.2. The Securities shall be are redeemable at the option of the CompanyCompany at any time on or after May 1, 2009, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders on May 1, of each of 2009, 2014 and 2019, as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if U.S.$69,000,000, excluding for the over-allotment is fully exercised), except for purposes of determining compliance with this limit the Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.2(e). The Securities shall be known and designated as the "6.254.75% Convertible Subordinated Notes due December 1, 20042002" of the Company. Their Stated Maturity shall be December September 1, 2004 2002 and they shall bear interest on their principal amount from December 6August 21, 19991997, payable semi-annually in arrears on June March 1 and December September 1 in each year, commencing June 15March 1, 20001998, at the rate of 6.254.75% per annum (together with any Additional Amounts and Liquidated Damages the Company may be required to pay) until the principal thereof is due due, and at the rate then in effect of 4.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities Security set forth in SECTION 2.2, Section 2.2 and the Repurchase Price, whether payable in cash or in shares of Common Stock, Price shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.2 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, in whole or in part, and at the option of the Company or otherwise in the event of certain developments, including, developments with respect to U.S. withholding taxes or certification requirements, as provided in ARTICLE TEN Article Eleven and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $90,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.3 or 13.9 in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.255.00% Convertible Subordinated Notes Debentures due December October 1, 20042033" of the Company. Their Stated Maturity shall be December October 1, 2004 2033 and they shall bear interest on their principal amount from December 6September 24, 19992003, payable semi-annually in arrears on June April 1 and December October 1 in each year, commencing June 15April 1, 20002004, at the rate of 6.255.00% per annum until the principal thereof is due and at the rate then in effect of [ ]% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities Security set forth in SECTION Section 2.2, and the Redemption Price, Repurchase Price and the Change in Control Repurchase Price, whether payable in cash or in shares of Common StockStock or a combination thereof, shall be payable at such places as are identified in the notice given by the Company Notice given pursuant to SECTION 13.3 Sections 13.2 and 13.6, respectively (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 SECTIONS 2.2 Section 10.7 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages Additional Interest as provided in by Section 10.7. At any time on or after October 1, 2008, the Registration Rights Agreement. The Securities shall be redeemable at the option of subject to redemption by the Company, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$175,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e15.2(e). The Securities shall be known and designated as the "6.253.25% Convertible Subordinated Guaranteed Step-Up Notes due December 1, 20042002" of the CompanyIssuer. Their Stated Maturity shall be December June 1, 2004 2002 and they shall bear interest on their principal amount from December 6May 28, 19991997, payable semi-annually in arrears on June 1 and December 1 in each year, commencing June 15December 1, 20001997, at the rate of 6.253.25% per annum from May 28, 1997 to June 1, 2000 and thereafter at the rate of 8.25% per annum (together with any Additional Amounts and Liquidated Damages the Issuer may be required to pay) until the principal thereof is due due, and at the rate then in effect of 3.25% per annum from May 28, 1997 to June 1, 2000 and thereafter at the rate of 8.25% of per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities Security set forth in SECTION 2.2, Section 2.2 and the Repurchase Price, whether payable in cash or in shares of Common Stock, Price shall be payable at such places as are identified in the Company Issuer Notice given pursuant to SECTION 13.3 Section 15.2 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyIssuer or the Guarantor, in whole or in part, and at the option of the Guarantor or the Issuer or otherwise in the event of certain developments, including, in the case of the Issuer, developments with respect to U.S. or French withholding taxes or certification requirements, as provided in ARTICLE TEN Article Eleven and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company Issuer as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Thirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $1,200,000,000, except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.254.75% Convertible Subordinated Notes due December October 1, 20042005" of the Company. Their Stated Maturity shall be December October 1, 2004 2005 and they shall bear interest on their principal amount from December 6October 2, 19992000, payable semi-annually in arrears on June April 1 and December October 1 in each year, commencing June 15April 1, 20002001, at the rate of 6.254.75% per annum until the principal thereof is due and at the rate then in effect of 4.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after October 1, 2003, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $100,000,000 (or $110,000,000 if the over-allotment option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the “Initial Purchaser Option”)), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.25“2.50% Convertible Subordinated Senior Notes due December October 1, 2004" 2010” of the Company. Their Stated Maturity shall be December October 1, 2004 2010 and they shall bear interest on their principal amount from December 6September 30, 19992003, payable semi-annually in arrears on June April 1 and December October 1 in each year, commencing June 15April 1, 20002004, at the rate of 6.252.50% per annum until the principal thereof is due and at the rate then in effect of 2.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS 2.2 in Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11 and in the Registration Rights Agreementform of security set forth in Section 2.2. The Securities shall be are redeemable at the option of the CompanyCompany at any time on or after October 5, 2008, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders on October 1, 2008, as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e13.3(E). The Securities shall be known and designated as the "6.255.50% Convertible Subordinated Notes due December 1January 15, 20042007" of the Company. Their Stated Maturity shall be December 1January 15, 2004 2007 and they shall bear interest on their principal amount from December 6, 1999the date of the Time of Delivery, payable semi-annually in arrears on June 1 January 15 and December 1 July 15 in each year, commencing June July 15, 2000, at the rate of 6.255.50% per annum until the principal thereof is due and at the rate then in effect of 5.50% 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 Business Days as provided in SECTION 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (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 the Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to Agreement, including the payment of Liquidated Damages and additional interest as provided in by the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN and shall be issued in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEEN.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if U.S.$175,000,000, as such amount may be increased, but not by an amount in excess of $26,250,000, solely as a result of the purchase of additional Securities pursuant to the underwriters' over-allotment is fully exercisedoption granted by the Company under the underwriting agreement, dated June 21, 2001 (the "Underwriting Agreement"), among the Company, Xxxxxxx, Xxxxx & Co., Credit Suisse First Boston Corporation, X.X. Xxxxxx Securities Inc., Xxxxxx Xxxxxxx & Co. Incorporated, Bear Xxxxxxx & Co., Inc. and Xxxx Xxxxxxxx Incorporated (collectively, the "Underwriters"), to the several Underwriters (referred to in the Underwriting Agreement and this Indenture as the "Additional Securities") except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, ----------- --- 3.6, 8.5, 10.8, 11.2 or 13.3(e). --- --- ---- ---- ------- The Securities shall be known and designated as the "6.254.50% Convertible Subordinated Notes due December 1, 20042006" of the Company. Their Stated Maturity shall be December July 1, 2004 2006 and they shall bear interest on their principal amount from December 6, 1999the date of the Time of Delivery, payable semi-annually in arrears on June January 1 and December July 1 in each year, commencing June 15January 1, 20002002, at the rate of 6.254.50% per annum until the principal thereof is due and at the rate then in effect of 4.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided -------- ------- in SECTION Section 1.12. ------------ Upon receipt by the Trustee of an Officers' Certificate stating that the Underwriters have elected to purchase from the Company a specified aggregate principal amount of Additional Securities not to exceed a total of $26,250,000 all such elections in accordance with this paragraph pursuant to the Underwriting 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, premium, if any (including the Make-Whole Payment, if any), and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable ----------- in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN Article Ten and shall be issued in the form of Securities set forth ----------- in SECTION Section 2.2. ----------- The Securities shall be convertible as provided in ARTICLE ELEVEN Article Eleven (any city -------------- in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle Twelve. -------------- The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEEN.Article Thirteen. ----------------

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $230,000,000, except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.254% Convertible Subordinated Notes due December 1March 15, 20042005" of the Company. Their Stated Maturity shall be December 1March 15, 2004 2005 and they shall bear interest on their principal amount from December 6March 20, 19991998, payable semi-annually in arrears on June 1 March 15 and December 1 September 15 in each year, commencing June September 15, 20001998, at the rate of 6.254% per annum until the principal thereof is due and at the rate then in effect of 4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after March 15, 2002, in whole or in part, as provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$149,500,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.3(f). The Securities shall be known and designated as the "6.255 1/4% Convertible Subordinated Notes due December 1September 15, 20042001" of the Company. Their Stated Maturity shall be December 1September 15, 2004 2001 and they shall bear interest on their principal amount from December 6September 20, 19991996, payable semi-annually in arrears on June 1 March 15 and December 1 September 15 in each year, commencing June March 15, 20001997, at the rate of 6.255 1/4% per annum until the principal thereof is due and at the rate then in effect of 5 1/4% 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 Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS Sections 2.2 and 9.1110.11. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after September 15, 1999, in whole or in part, as provided in ARTICLE TEN Article Eleven and in the form of Securities set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $450,000,000 (or $550,000,000 if the overOver-allotment Option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.254% Convertible Subordinated Notes due December 115, 20042006" of the Company. Their Stated Maturity shall be December 115, 2004 2006 and they shall bear interest on their principal amount from December 620, 1999, payable semi-annually in arrears on June 1 15 and December 1 15 in each year, commencing June 15, 2000, at the rate of 6.254% per annum until the principal thereof is due and at the rate then in effect of 4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after December 20, 2002, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S.$300,000,000 (or $345,000,000 if the overOver-allotment Option set forth in Section 2 of the Underwriting Agreement is fully exercisedexercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.255% Convertible Subordinated Notes due December 1October 15, 20042005" of the Company. Their Stated Maturity shall be December 1October 15, 2004 2005 and they shall bear interest on their principal amount from December 6October 27, 19992000, payable semi-annually in arrears on June 1 April 15 and December 1 October 15 in each year, commencing June April 15, 20002001, at the rate of 6.255% per annum until the principal thereof is due and at the rate then in effect of 5% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after October 16, 2003, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $115,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.2(e). The Securities shall be known and designated as the "6.255 1/4% Convertible Subordinated Notes due December 1, 2004" of the Company. Their Stated Maturity shall be December November 1, 2004 and they shall bear interest on their principal amount from December 6October 14, 19991997, payable semi-annually in arrears on June May 1 and December November 1 in each year, commencing June 15May 1, 20001998, at the rate of 6.255 1/4% per annum (together with any Liquidated Damages the Company may be required to pay) until the principal thereof is due due, and at the rate then in effect of 5 1/4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities Security set forth in SECTION 2.2, Section 2.2 and the Repurchase Price, whether payable in cash or in shares of Common Stock, Price shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.2 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, in whole or in part, and at the option of the Company as provided in ARTICLE TEN Article Eleven and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders Holder as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$300,000,000, except for Securities authenticated authenti cated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 11.8 or 13.3(e14.2(f). The Securities shall be known and designated as the "6.254-1/2% Convertible Subordinated Notes Debentures due December October 1, 20042000" of the Company. Their Stated Maturity shall be December October 1, 2004 2000 and they shall bear interest on their principal amount from December 6October 5, 19991995, payable semi-semi- annually in arrears on June April 1 and December October 1 in each year, commencing June 15April 1, 20001996, at the rate of 6.254-1/2% per annum until the principal thereof is due and at the rate then in effect of 4-1/2% 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 Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form forms of Securities and coupon set forth in SECTION 2.2, Sections 2.2 and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 2.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in ARTICLE TEN Article Eleven and in the form forms of Securities set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if U.S. $125,000,000 (plus, in the over-allotment is fully exercisedevent that the Initial Purchasers exercise their option to purchase up to $25,000,000 additional principal amount of Securities pursuant to Section 2 of the Purchase Agreement, such additional principal amount of Securities purchased by the Initial Purchasers, which shall not exceed $25,000,000), except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.254.25% Convertible Subordinated Senior Notes due December June 1, 20042007" of the Company. Their Stated Maturity shall be December June 1, 2004 2007 and they shall bear interest on their principal amount from December 6May 21, 19992002, payable semi-annually in arrears on June 1 and December 1 in each year, commencing June 15December 1, 20002002, at the rate of 6.254.25% per annum until the principal thereof is due and at the rate then in effect of 4.25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after June 1, 2005, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt have endorsed thereon, and the Holders of the Company Securities shall have the benefit of, the Guarantees as provided in ARTICLE TWELVEArticle XIII. -40- The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$100,000,000 in aggregate principal amount of Series A Securities and Series B Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 3.03, 3.53.04, 3.63.05, 8.53.06, 10.89.06, 11.2 10.11, 10.16 or 13.3(e)11.08. The Series A Securities shall be known and designated as the "6.2510 3/4% Convertible Senior Subordinated Notes due December 1, 20042006" of the Company. Their The Series B Securities shall be known and designated as the "10 3/4% Senior Subordinated Notes due 2006, Series B" of the Company. The final Stated Maturity of the Series A Securities and the Series B Securities shall be December 1November 15, 2004 2006, and they the Series A Securities and Series B Securities shall each bear interest on their principal amount at the rate of 10 3/4% per annum from December 6the Issue Date or from the most recent Interest Payment Date to which interest has been paid, 1999as the case may be, payable on May 15, 1997 and semi-annually in arrears thereafter on June 1 November 15 and December 1 May 15, in each year, commencing June 15, 2000, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Subject to Article Twelve, interest on any overdue principal andprincipal, interest (to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12. The principal of, lawful) or premium, if any, and interest on the Securities shall be payable as provided on demand. Series B Securities may be issued only in the form exchange for a like principal amount of Series A Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights AgreementRegistered Exchange Offer. The Securities shall be redeemable at as provided in Article Eleven and paragraph 5 of the option Series A Securities and paragraph 4 of the Series B Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion")Article Four. The Securities shall be subordinated in right of payment to Senior Debt of the Company Indebtedness as provided in ARTICLE TWELVEArticle Twelve. The Securities Guarantee of each Guarantor shall be subject subordinated in right of payment to repurchase by the Company at the option Guarantor Senior Indebtedness of the Holders such Guarantor as provided in ARTICLE THIRTEENArticle Fourteen hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$350,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). The Securities shall be known and designated as the "6.255 1/4% Convertible Subordinated Notes due December 115, 20042006" of the Company. Their Stated Maturity shall be December 115, 2004 2006 and they shall bear interest on their principal amount from December 610, 1999, payable semi-annually in arrears on June 1 15 and December 1 15 in each year, commencing June 15, 2000, at the rate of 6.255 1/4% per annum until the principal thereof is due and at the rate then in effect of 7 1/4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS Sections 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided in the Registration Rights Agreementby Section 9.11. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN Article Ten and in the form of Securities set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Eleven (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle Twelve. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Thirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised), $160,000,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.53.7, 10.89.6, 11.2 10.15, 10.16 or 13.3(e)11.8 hereof. The Securities shall be known and designated as the "6.259 3/4% Convertible Senior Subordinated Notes due December 1, 2004Due 2006" of the Company. Their Stated Maturity shall be December October 1, 2004 2006, and they shall bear interest on their principal amount at the rate of 9.75% per annum from December 6September 26, 19991996, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears semiannually on June April 1 and December October 1 in each year, commencing June 15April 1, 20001997, and at the rate of 6.25% per annum said Stated Maturity, until the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as paid or duly provided in SECTION 1.12for. The principal of, of (and premium, if any, on) and interest on the Securities shall be payable as provided at the office or agency of the Company maintained for such purpose in the form The City of Securities set forth in SECTION 2.2New York, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in other office or agency of the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall may be redeemable maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as provided in ARTICLE TEN and such addresses shall appear on the Security Register, or (ii) with respect to any Holder owning Securities in the form principal amount of Securities set forth $500,000 or more, by wire transfer to an account maintained by the Holder located in SECTION 2.2the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities shall be convertible redeemable as provided in ARTICLE ELEVEN (any city Article XI hereof. The Securities shall be subject to defeasance at the option of the Company as provided in which any Conversion Agent is located being herein called a "Place of Conversion")Article XII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XIII hereof. The Securities shall be subordinated in right of payment to Senior Debt of the Company Indebtedness as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$11,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 305, 3.5, 3.6, 8.5, 10.8, 11.2 306 or 13.3(e)1202. The Securities shall be known and designated as the "6.257% Convertible Subordinated Notes Exchangeable Debentures due December 1October 25, 20042000" of the Company. Their Stated Maturity shall be December 1October 25, 2004 2000 and they shall bear interest on their principal amount retroactively from December 6October 25, 19991995, payable semi-annually in arrears on June May 1 and December November 1 in each year, commencing June 15May 1, 20001996, at the rate of 6.257% per annum until the principal thereof is due and at the rate then in effect of 7% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided -------- ------- in SECTION 1.12Section 111. The principal of, premium, if any, of and interest on the Securities shall be payable as provided in the form forms of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 202 (any city in which any Paying Agent is located being herein called a "Place of Payment"), provided, -------- however, that no fractional shares of Granges Common Stock shall be delivered ------- upon payment at Stated Maturity. If more than one Security being paid shall be held by the same Holder, the number of whole shares (or other integral units of securities), payable shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) held and being paid. Instead of any fractional share (or other fractional unit) which would otherwise be payable on any Security or Securities the Escrow Agent on behalf of the Company shall pay (but only from the sources specified below) a cash adjustment in respect of such fractional interest in an amount equal to the same fraction of the market price per share of the Granges Common Stock (or per unit of such other security), such market price to be calculated by the Company as ninety-five percent of the average closing trade price of Granges Common Stock on the American Stock Exchange, or, if Granges Common Stock is not then listed on the American Stock Exchange, the stock exchange or over-the-counter market upon which the Granges Common Stock is traded which, in aggregate, has the highest dollar trading volume, during the twenty consecutive trading days ending on the last trading day prior to Stated Maturity, or, should Granges Common Stock not be traded on any stock exchange or over-the-counter market, then ninety five percent of the per share fair value of Granges Common Stock over such twenty- day period as determined in good faith by an investment banking firm retained in good faith by the Company and which is a member of the New York Stock Exchange or the Toronto Stock Exchange. The Registrable Securities are entitled Company shall deliver to the benefits Escrow Agent, or at its option authorize the Escrow Agent to obtain by the sale of a Registration Rights Agreement as provided shares of Granges Common Stock (or other securities which are part of the Exchange Property) held by SECTIONS 2.2 and 9.11it, the funds necessary or anticipated by the Escrow Agent to be necessary for payment of such fractional interests. The Securities are entitled Company agrees to furnish or cause to be furnished to the payment Escrow Agent any additional funds required to permit such cash payments in respect of Liquidated Damages as provided in the Registration Rights Agreementfractional interests. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after October 25, 1998, as provided in ARTICLE TEN Article Eleven and in the form of Securities set forth in SECTION 2.2Section 202. The Securities shall be convertible exchangeable as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Twelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $350,000,000 (or $400,000,000 if the over-allotment Initial Purchaser Option set forth in Section 2 of the Purchase Agreement is fully exercisedexercised in full (the "Initial Purchaser Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.253.75% Convertible Subordinated Senior Notes due December 1October 15, 20042006" of the Company. Their Stated Maturity shall be December 1October 15, 2004 2006 and they shall bear interest on their principal amount from December 6October 24, 19992001, payable semi-annually in arrears on June 1 April 15 and December 1 October 15 in each year, commencing June April 15, 20002002, at the rate of 6.253.75% per annum until the principal thereof is due and at the rate then in effect of 3.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after October 18, 2004, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 U.S. $250,000,000 (or $287,500,000 if the overOver-allotment Option set forth in Section 2 of the Underwriting Agreement is fully exercisedexercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.25____% Convertible Subordinated Notes due December 1______, 20042005" of the Company. Their Stated Maturity shall be December 1______, 2004 2005 and they shall bear interest on their principal amount from December 6______, 19992000, payable semi-annually in arrears on June 1 _______ and December 1 _______ in each year, commencing June 15_______, 20002001, at the rate of 6.25____% per annum until the principal thereof is due and at the rate then in effect of ____% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after _______, 2003, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if U.S.$150,000,000 (or such greater amount necessary to reflect exercise of the Initial Purchasers' over-allotment is fully exercisedoption in compliance with the Purchase Agreement, but not in excess of U.S.$180,000,000), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 2.5, 3.52.6, 3.6----------- --- 2.7, 8.57.5, 10.89.8, 11.2 10.2 or 13.3(e12.3(e). --- --- --- ---- ------- The Securities shall be known and designated as the "6.255.75% Convertible Subordinated Notes due December 1, 20042008" of the Company. Their Stated Maturity shall be December 1June 15, 2004 2008 and they shall bear interest on their principal amount from December 6June 13, 19992001, payable semi-annually semiannually in arrears on June 1 15 and December 1 15 in each year, commencing June December 15, 20002001, at the rate of 6.255.75% per annum until the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in SECTION Section 1.12. ------------ The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2attached hereto as Exhibit A, --------- and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 12.3 (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 SECTIONS 2.2 and 9.11. the form of Securities attached hereto as Exhibit A. The Securities are entitled to the payment of Liquidated --------- Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN Article Nine and in the form of Securities set forth in SECTION 2.2. attached hereto as Exhibit A. --------- The Securities shall be convertible as provided in ARTICLE ELEVEN Article Ten (any ----------- city in which any Conversion Agent is located being herein called a "Place of -------- Conversion"). ---------- The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVEArticle Eleven. -------------- The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEEN.Article Twelve. --------------

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $250,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.7, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.255% Convertible Subordinated Notes due December 1March 15, 20042006" of the Company. Their Stated Maturity shall be December 1March 15, 2004 2006 and they shall bear interest on their principal amount from December 6March 3, 1999, payable semi-annually in arrears on June 1 March 15 and December 1 September 15 in each year, commencing June September 15, 20001999, at the rate of 6.255.0% per annum until the principal thereof is due and at the rate then in effect of 7.0% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice Offer to Purchase given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after June 20, 2001, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $100,000,000, except for Securities authenticated and delivered pursuant to Sections 3.4, 3.5, 3.6, 8.5, 12.2, 13.3(6) or 13.6 in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.25“3% Convertible Subordinated Senior Notes due December 1June 15, 2004" 2024” of the Company. Their Stated Maturity shall be December 1June 15, 2004 2024 and they shall bear interest on their principal amount from December 6June 7, 19992004, payable semi-annually in arrears on June 1 15 and December 1 15 in each year, commencing June December 15, 20002004, at the rate of 6.253% per annum until the principal thereof is due and at the rate then in effect of 4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, of and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, Price shall be payable at such places as are identified in the Company Notice given pursuant to SECTION Section 13.3 (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 SECTIONS 2.2 in Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Holders of the Securities are entitled to the payment of Liquidated Damages Additional Interest as provided by Section 10.11 and in the Registration Rights Agreementform of security set forth in Section 2.2. The Securities shall be are redeemable at the option of the CompanyCompany at any time on or after June 15, 2009, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders on June 15, of each of 2011, 2014 and 2019, as provided in ARTICLE THIRTEENArticle XIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)unlimited. The Securities shall be known and designated as the "6.255 1/4% Convertible Subordinated Notes due December 1, 20042006" of the Company. Their Stated Maturity shall be December 1November 15, 2004 2006 and they shall bear interest on their principal amount from December 6November 10, 1999, payable semi-annually in arrears on June 1 May 15 and December 1 November 15 in each year, commencing June May 15, 2000, at the rate of 6.255 1/4% per annum until the principal thereof is due and at the rate then in effect of 7 1/4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION 1.12Section 1.13. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 12.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after November 19, 2002, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article XII. The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in Article XIII. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XIV (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEEN.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$140,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.811.8, 11.2 12.2 or 13.3(e14.2(e). The Securities shall be known and designated as the "6.255% Convertible Subordinated Notes due December 1, 20042002" of the CompanyIssuer. Their Stated Maturity shall be December August 1, 2004 2002 and they shall bear interest on their principal amount from December 6July 31, 19991997, payable semi-annually in arrears on June February 1 and December August 1 in each year, commencing June 15February 1, 20001998, at the rate of 6.255% per annum (together with any Additional Amounts and Liquidated Damages the Issuer may be required to pay) until the principal thereof is due due, and at the rate then in effect of 5% 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 Business Days as provided in SECTION Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities Security set forth in SECTION 2.2, Section 2.2 and the Repurchase Price, whether payable in cash or in shares of Common Stock, Price shall be payable at such places as are identified in the Company Issuer Notice given pursuant to SECTION 13.3 Section 15.2 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable at the option of the CompanyIssuer, in whole or in part, and at the option of the Issuer or otherwise in the event of certain developments, including, developments with respect to U.S. withholding taxes or certification requirements, as provided in ARTICLE TEN Article Eleven and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company Issuer as provided in ARTICLE TWELVEArticle Thirteen. The Securities shall be subject to repurchase by the Company Issuer at the option of the Holders as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S.$300,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION Section 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e----------------------------------------- 12.3(e). ------- The Securities shall be known and designated as the "6.254.50% Convertible Subordinated Senior Notes due December 1June 15, 20042006" of the Company. Their Stated Maturity shall be December 1June 15, 2004 2006 and they shall bear interest on their principal amount from December 6June 11, 19992001, payable semi-annually in arrears on June 1 15 and December 1 15 in each year, commencing June December 15, 20002001, at the rate of 6.254.50% per annum until the principal thereof is due and at the rate then in effect of 4.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided -------- ------- in SECTION Section 1.12. ------------ The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, ----------- and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 12.3 (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 SECTIONS Sections 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided in the Registration Rights Agreementby Section 9.11. ------------ The Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN Article Ten and in the form of Securities set forth in SECTION Section 2.2. ----------- ----------- The Securities shall be convertible as provided in ARTICLE ELEVEN Article Eleven -------------- (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle Twelve. -------------- The Securities shall be "Designated Senior Debt" for purposes of the Indenture, dated as of February 24, 2000, between the Company and Firstar Bank, N.A., as trustee, with respect to the Company's 5.00% Convertible Subordinated Notes due March 1, 2007 (the "Previous Indenture") and for purposes of any similar indenture, loan agreement or other applicable instrument respecting the issuance, after the date hereof, of other subordinated debt of the Company (the "Other Subordinated Instruments"). For purposes of giving payment blockage notices under Section 12.2 of the Previous Indenture, and (where applicable) giving similar notices under the Other Subordinated Instruments, the Trustee or the holders of at least 25% in principal amount of the Outstanding Securities are each authorized to give such notices, whenever the conditions permitting such notices are met.

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 U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$345,000,000, except for Securities securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to SECTION 3.4Section 2.7, 3.52.8, 3.62.9, 8.52.12, 7.5, 10.8, 11.2 11.1 or 13.3(e)12.2 hereof. The Securities shall be known and designated as issuable in denominations of $1,000 or integral multiples thereof. The Securities shall mature on September 19, 2007. Interest shall accrue from September 19, 2000 at the "6.25% Convertible Subordinated Notes due December 1, 2004" of Interest Rate until the Companyprincipal thereof is paid or made available for payment. Their Stated Maturity Interest shall be December 1, 2004 and they shall bear interest on their principal amount from December 6, 1999, payable semi-annually semiannually in arrears on June 1 March 19 and December 1 September 19 in each year, commencing June 15March 19, 20002001. Interest on the Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, 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. A Holder of any Security at the rate close of 6.25% per annum until 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 any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal thereof is due and amount of such Security so converted at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12time such Holder surrenders such Security for conversion. The principal Principal of, and premium, if any, and interest on the on, Global Securities shall be payable as provided to the Depositary in the form of immediately available funds. Principal and premium, if any, on Physical Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at the office or agency of the Company maintained for such places as are identified 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 Notice given pursuant to SECTION 13.3 (any city in which any Paying Agent where the Corporate Trust Office of the Trustee is located being herein called a "Place of Payment"). The Registrable Securities are entitled mailed to the benefits address of a Registration Rights Agreement the Person entitled thereto as provided by SECTIONS 2.2 and 9.11. The Securities are entitled such address shall appear in the Register, or (ii) upon application to the payment Registrar not later than the relevant Record Date by a Holder of Liquidated Damages as provided an aggregate principal amount in the Registration Rights Agreementexcess of $5,000,000, wire transfer in immediately available funds. The Securities shall be redeemable at the option of the Company, Company as provided in ARTICLE TEN and Article 10 hereof. The Securities shall have a Repurchase Right exercisable at the option of Holders as provided in the form of Securities set forth in SECTION 2.2Article 11 hereof. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion")Article 12 hereof. The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle 13 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 U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$800,000,000 principal amount. Additional Securities may be issued, except for Securities authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Sections 3.04, 3.53.05, 3.63.06, 8.5, 10.8, 11.2 9.05 or 13.3(e)11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "6.25“6.625% Convertible Subordinated Senior Notes due December 1, 2004" 2029” of the Company. Their Stated Maturity for payment of principal shall be December 1June 15, 2004 2029. Interest on the Securities shall accrue at the rate of 6.625% per annum and they shall bear interest on their principal amount from December 6, 1999, be payable semi-annually semiannually in arrears on each June 15 and December 15, commencing December 15, 2024 to the Holders of record of Securities at the close of business on June 1 and December 1 in each year1, commencing respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 157, 2000, at 2024. Interest on the rate Securities shall be computed on the basis of 6.25% per annum until the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12a 360-day year comprised of twelve 30-day months. The principal of, of (and premium, if any, ) and interest on the Securities shall be payable as provided at the office of the Trustee in The City of New York, located at 00 Xxxxxx Xxxxx, 69th Floor, New York, NY 10001, or such other office maintained by the form of Securities set forth in SECTION 2.2, Trustee for such purpose and the Repurchase Price, whether payable in cash at any other office or in shares of Common Stock, shall be payable at such places as are identified in agency maintained by the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be redeemable 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 provided in ARTICLE TEN and such address shall appear in the form of Securities set forth in SECTION 2.2Security Register, or wire transfer or other electronic means. The Securities shall be convertible redeemable as provided in ARTICLE ELEVEN (any city Article XI and in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in ARTICLE TWELVESecurities. The Securities shall be subject to repurchase by the Company at the option of the Holders satisfaction and discharge as provided in ARTICLE THIRTEENArticle IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)$300,000,000 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 Section 3.3, 3.4, 3.5, 3.6, 8.53.7, 10.83.8, 11.2 9.6, 10.12, 10.13 or 13.3(e)11.8. The Securities shall be known and designated as the "6.259-7/8% Convertible Senior Subordinated Notes due December 1, 20042007" of the Company. Their The Stated Maturity of the Securities shall be December 1October 15, 2004 2007, and they the Securities shall each bear interest on their principal amount at the rate of 9-7/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from December 6October 15, 19991998, or from the most recent Interest Payment Date to which interest has been paid, payable semi-annually in arrears semiannually on June 1 April 15 and December 1 October 15 in each year, commencing June April 15, 20001999, at the rate of 6.25% per annum until the principal thereof is due and at the rate then in effect paid or duly provided for. Interest on any overdue principal andprincipal, interest (to the extent permitted by lawlawful) or premium, if any, shall be payable on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12demand. The principal of, premium, if any, and interest on on, the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable Securities will be exchangeable and transferable at an office or agency of the Company in cash The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee) or in shares of Common Stock, shall be payable at such places other office or agency as are identified in the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled to the may be maintained for such purpose; provided, however, that payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall interest may be redeemable made at the option of the CompanyCompany by check mailed to addresses of the Person entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series C Securities and the Series D Securities will be treated as provided in ARTICLE TEN one class and in are together referred to as the form of "Securities." The Series C Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated rank pari passu in right of payment to Senior Debt of with the Company as provided in ARTICLE TWELVESeries D Securities. The Securities shall be subject to repurchase by the Company at the option of the Holders pursuant to an Offer as provided in ARTICLE THIRTEENSection 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 10.13. The Securities shall not be entitled to the benefits of any sinking fund. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if $207,000,000 (including $27,000,000 aggregate principal amount of Securities that may be sold by the Company pursuant to the over-allotment is fully exercisedoption granted pursuant to the Underwriting Agreement, dated September 17, 1997, among the Company, Xxxxx Xxxxxx Inc., BT Alex. Xxxxx Incorporated, Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4Section 304, 3.5305, 3.6306, 8.5906, 10.81108, 11.2 1302 or 13.3(e)1405. The Securities shall be known and designated as the "6.254-1/2% Convertible Subordinated Notes due December 1, Due 2004" of the Company. Their Stated Maturity shall be December September 1, 2004 and they shall bear interest on their principal amount at the rate of 4-1/2% per annum, from December 6and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, 1999as the case may be, payable semi-annually in arrears on June March 1 and December September 1 in each yearcommencing March 1, commencing June 151998, 2000, at the rate of 6.25% per annum until the principal thereof is due and 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 Company shall pay interest on overdue principal at the rate then in effect borne by the Securities, and it shall pay interest on any overdue principal and, installments of interest at the same rate to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12lawful. The principal of, of and premium, if any, and interest on the Securities shall be payable as provided (i) in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash same day funds on or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (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 SECTIONS 2.2 and 9.11. The Securities are entitled prior to the payment of Liquidated Damages as provided dates with respect to such amounts in the Registration Rights Agreementcase of Securities held of record by DTC or its nominee and (ii) at the offices of the Trustee in New York, New York (or such other office maintained for that purpose pursuant to Section 1002) in the case of Securities held of record by Holders other than DTC or its nominee; provided, however, that at the option of the Company payment of interest may be made, with respect to Securities held of record by a Holder other than DTC or its nominee, 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 at the option of the Company, as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion")Article Eleven. The Securities shall be subordinated in right of payment to Senior Debt of the Company Indebtedness as provided in ARTICLE TWELVEArticle Twelve. The Securities shall be subject to repurchase by the Company at the option of the Holders Holder as provided in ARTICLE THIRTEENArticle Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)U.S. $250,000,000, except for Securities authenticated and delivered pursuant 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 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "6.254% Convertible Subordinated Notes due December 1June 15, 20042005" of the Company. Their Stated Maturity shall be December 1June 15, 2004 2005 and they shall bear interest on their principal amount from December 6June 12, 19991998, payable semi-annually in arrears on June 1 15 and December 1 15 in each year, commencing June December 15, 20001998, at the rate of 6.254% per annum until the principal thereof is due and at the rate then in effect of 4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in SECTION Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 Section 14.3 (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 SECTIONS 2.2 Section 10.11 and 9.11in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreementby Section 10.11. The Securities shall be redeemable at the option of the CompanyCompany at any time on or after June 20, 2001, in whole or in part, subject to the conditions and as otherwise provided in ARTICLE TEN Article XI and in the form of Securities Security set forth in SECTION Section 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt Indebtedness of the Company as provided in ARTICLE TWELVEArticle XIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in ARTICLE THIRTEENArticle XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised)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 3.4Section 303, 3.5304, 3.6305, 8.5306, 10.8307, 11.2 308, 906, 1012, 1014 or 13.3(e)1108. The Securities shall be known and designated as the "6.2513 1/2% Convertible Subordinated Notes Debentures due December 1, 20042010" of the Company. Their The Stated Maturity of the Securities shall be December June 1, 2004 2010, and they the Securities shall each bear interest on their principal amount from December 6at the rate of 13 1/2% per annum, 1999, and will be payable semi-annually in arrears on June 1 and December 1 in of each year, 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 151, 2000, 2003 may be paid in the form of additional Securities valued at the rate principal amount thereof. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of 6.25% per annum until issuance of the principal thereof is due and at the rate then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in SECTION 1.12Securities. The principal of, premium, if any, and interest on and Liquidated Damages, if any, on, the Securities shall be payable as provided in the form at an office or agency of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 in The City of San Francisco maintained for such purposes (any city in which any Paying Agent is initially will be a corporate trust office of the Trustee located being herein called a "Place of Payment"at ______________________________________). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the ; provided, however, that payment of Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall interest may be redeemable made at the option of the Company, as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment Company by check mailed to Senior Debt addresses of the Company Persons entitled thereto as provided in ARTICLE TWELVEshown on the Security Register. The Securities shall be subject to repurchase by the Company at the option of the Holders pursuant to an Offer as provided in ARTICLE THIRTEENSection 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 obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.