Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Securities shall be known and designated as the "10 1/8% Senior Discount Notes due 2008" of the Issuer. The Stated Maturity of the Securities shall be March 1, 2008. The Securities shall bear interest at the rate of 10 1/8% per annum, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 and September 1, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The initial aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof500,000,000 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 3.04303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1012, 1108 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")otherwise. The Issuer may issue Exchange Securities Notwithstanding the foregoing, the Company may, from time to time pursuant time, without notice to an Exchange Offer or otherwisethe consent of the Holders of Securities, create and issue Additional Securities under this Indenture ranking equally with the Securities in each case pursuant to a Board Resolutionall respects, subject to the limitations described in Section 3.031008 hereof. The terms of the Securities and any Additional Securities may have different issuance dates and dates from which interest accrues and shall be part of the same series. The total amount of the Securities which may be issued under this Indenture is unlimited. Such Additional Securities will be consolidated and form a single series with the Securities, included in an Officers' Certificate delivered vote together with the Securities and have the same terms as to status, redemption or otherwise as the Securities. References to the TrusteeSecurities under this Indenture include these Additional Securities if they are in the same series, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange unless the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000context requires otherwise. The Securities shall be known and designated as the "10 1/8“4.875% Senior Discount Notes due 2008" 2031” of the IssuerCompany. The Stated Maturity of the Securities shall be March 1November 15, 2008. The 2031, and the Securities shall each bear interest at the rate of 10 1/84.875% per annum, as such interest rate may be adjusted as set forth in the Securities, from March 1October 27, 2003 2021, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on March 1 May 15 and September 1November 15 in each year, commencing September 1as of May 15, 2003, 2022 until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, however, with respect interest (to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestextent lawful) or premium, if any, shall be paid in cash in arrears semi-annually payable on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdemand. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the corporate trust an office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by purposes (which initially will be the Issuer for such purposeCorporate Trust Office); provided, however, that at the option of the Issuer payment of interest may be made at the option of the Company by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of the Indenturea Change of Control pursuant to Section 1014. The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Securities shall not have At the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option election of the Issuer 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFour.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $328,084,000 issued on the date hereof750,000,000 principal amount. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section Sections 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,00010.14. The Securities shall be known and designated as the "10 1/8“8.375% Senior Discount Subordinated Notes due 2008" Due 2020” of the IssuerCompany. The Their Stated Maturity for payment of principal shall be September 15, 2020. Interest on the Securities shall be March 1, 2008. The Securities shall bear interest accrue at the rate of 10 1/88.375% per annumannum and shall be payable semiannually in arrears on each March 15 and September 15, from commencing March 115, 2003 or from 2011 to the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as Holders of record of Securities at the case may be, payable semi-annually close of business on March 1 and September 1, commencing September 1respectively, 2003immediately preceding such Interest Payment Date. Subject to Section 3.13(3), until interest on the principal thereof is Securities will accrue from the most recent date to which interest has been paid or made available for payment; provided, however, with respect to Original Securitiesor, if there no interest has been a Registration Defaultpaid, a Step-Up will occur and from October 26, 2010. Interest on the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined computed on the basis of the number a 360-day year comprised of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentstwelve 30-day months. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office Corporate Trust Office of the Trustee in the Borough of Manhattan, the The City of New York, New York, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Issuer Company for such purpose; provided, however, that that, at the option of the Issuer Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have XI and the benefit of any sinking fund obligationsSecurities. The Securities shall be subject to defeasance at the option of the Issuer Defeasance and/or Covenant Defeasance as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXII.

Title and Terms. The An unlimited aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is limited to $328,084,000 issued on being issued, authenticated and delivered the date hereof), except for including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04303, 3.05304, 3.06305, 9.06 308, 516, 908, 1016, 1108 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1111. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/86.25% Senior Discount (Secured) Second Priority Notes due 20082013" and the Exchange Securities shall be known and designated as the "6.25% Exchange Senior (Secured) Second Priority Notes due 2013", in each case, of the IssuerCompany. The Stated Maturity of the Securities shall be March 1June 15, 2008. The Securities 2013 and they shall bear interest at the rate of 10 1/86.25% per annumannum from and including June 19, from March 12003, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on December 15, payable 2003 and semi-annually thereafter on March 1 June 15 and September 1, commencing September 1, 2003December 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsduly provided for. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for or at such purpose and at any other office or agency of the Company as may be maintained by the Issuer for such purpose; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. The Securities Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 payable only upon surrender of the IndentureSecurity to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall not be consolidated with and form a single series with the Securities initially issued and shall have the benefit of any sinking fund obligations. The same terms as to status, redemption or otherwise as the Securities originally issued, provided that the Company's ability to issue Additional Securities shall be subject to defeasance at the option Company's compliance with Sections 1008 and 1009. Any Additional Securities shall be issued with the benefit of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of an indenture supplemental to this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The initial aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereofUS$179,699,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 3.07, 3.08, 9.06, 10.12, 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time 11.08, pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board ResolutionSection 3.12. The Company may also issue additional Securities under this Indenture having identical terms and conditions to the Securities, subject to compliance with the covenants contained herein including, without limitation, the covenant contained in Section 3.03, included in an Officers' Certificate delivered to 10.22 (the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original “Additional Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000”). The Initial Securities shall be known and designated as the "10 1/8“95/8% Senior Discount Subordinated Notes due 2008" of 2010” and the Issuer. The Stated Maturity of the Exchange Securities shall be March 1known and designated as the “95/8% Senior Series B Subordinated Notes due 2010.” Their Stated Maturity shall be July 15, 2008. The Securities 2010, and they shall bear interest at the rate of 10 1/895/8% per annumannum from the Closing Date, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in arrears on March 1 January 15 and September 1July 15 in each year, commencing September 1January 15, 20032004, until the principal thereof is paid or made available for payment; providedduly provided for, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding Person in whose name the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and Security (or any predecessor Security) is registered at the amount close of accrued Special Interest shall be determined business on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on January 1 or July 1 next preceding such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsInterest Payment Date. The principal of and (premium, if any, ) and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the corporate trust office or agency of the Company in The City of New York maintained for such purposes, (which initially shall be the office of the Trustee in the Borough of Manhattanlocated at Xxx Xxxxxxx Xxxxx, the City of New York00xx Xxxxx, New YorkXxx Xxxx, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; providedXxx Xxxx 10006) or, however, that at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. The ; provided that all payments with respect to the U.S. Global Securities, as well as Physical Securities shall be subject the Holders of which have given wire transfer instructions to repurchase the Trustee (or other Paying Agent) by the Issuer pursuant Regular Record Date for such payment, will be required to an Offer be made by wire transfer of immediately available funds to Purchase as provided in Sections 10.13 and 10.17 the accounts specified by the Holders thereof. Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXI.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof2,000,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1009, 1016 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001108. The Securities shall be known and designated as the "10 9 1/8% Senior Discount Notes due Due 2008" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March May 1, 2008. The Securities , and they shall bear interest at the rate of 10 9 1/8% per annumannum from April 28, from March 11998, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on November 1, payable semi-annually 1998 and semiannually thereafter on March May 1 and September 1, commencing September 1, 2003November 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; providedduly provided for. Principal of, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall will be payable payable, and the Securities may be exchanged or transferred, at the corporate trust office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New Yorkwhich, maintained for such purpose and at any other office or agency maintained unless otherwise provided by the Issuer for such purpose; providedCompany, however, that at will be the offices of the Trustee. At the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The interest rate on the Securities shall be is subject to repurchase increase by the Issuer pursuant addition of Special Interest and otherwise, all as set forth or referred to an Offer to Purchase as provided in Sections 10.13 and 10.17 the text of the IndentureSecurities appearing in Exhibit A hereto. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have At the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option election of the Issuer 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The An unlimited aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture (of which U.S.$280,000,000 is limited to $328,084,000 issued on being issued, authenticated and delivered the date hereof), except for including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04303, 3.05304, 3.06305, 9.06 308, 516, 908, 1108 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1111. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/86.75% Senior Discount (Secured) Second Priority Notes due 20082015" and the Exchange Securities shall be known and designated as the "6.75% Exchange Senior (Secured) Second Priority Notes due 2015", in each case, of the IssuerCompany. The Stated Maturity of the Securities shall be March 115, 2008. The Securities 2015 and they shall bear interest at the rate of 10 1/86.75% per annumannum from and including November 30, from March 12004, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on March 15, payable 2005 and semi-annually thereafter on March 1 15 and September 1, commencing September 1, 200315 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsduly provided for. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for such purpose and at any other if the Company shall designate and maintain an additional office or agency maintained by the Issuer for such purpose, also at such additional office or agency; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. The Securities Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 payable only upon surrender of the IndentureSecurity to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall not have be issued with the benefit of any sinking fund obligations. The Securities shall be subject an indenture supplemental to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof150,000,000 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 3.04303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1012, 1015 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001108. The Securities shall be known and designated as the "10 1/83/8% Senior Discount Subordinated Notes due 20082007" of the IssuerCompany. The Stated Maturity of the Securities shall be March May 1, 2008. The 2007, and the Securities shall each bear interest at the rate of 10 1/83/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from March 1May 5, 2003 1999, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on March May 1 and September November 1 in each year, commencing November 1, commencing September 1, 20031999, until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, however, with respect interest (to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestextent lawful) or premium, if any, shall be paid in cash in arrears semi-annually payable on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdemand. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of an affiliate of the Trustee in the Borough of ManhattanTrustee, the City Xxxxxx Trust Company of New York, New Yorklocated at 00 Xxxx Xxxxxx, maintained for such purpose and at any other office or agency maintained by the Issuer for such purposeXxx Xxxx, Xxx Xxxx 10005); providedPROVIDED, howeverHOWEVER, that at the option of the Issuer payment of interest may be made at the option of the Company by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank PARI PASSU in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of the Indenturea Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Indebtedness evidenced by the Securities shall not have rank junior to and be subordinated in right of payment to the benefit prior payment in full of any sinking fund obligationsall other Senior Indebtedness. The Securities shall be subject to defeasance at the option senior subordinated Indebtedness of the Issuer Company ranking equal to all other existing and future senior subordinated 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFour.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof100,000,000 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 3.04303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1012, 1015 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1108. The Issuer may issue Exchange Securities Notwithstanding the foregoing, the Company may, from time to time pursuant time, without notice to an Exchange Offer or otherwisethe consent of the Holders of Securities, create and issue Additional Securities under this Indenture ranking equally with the Initial Securities in each case pursuant all respects (or in all respects other than the payment of interest accruing prior to a Board Resolutionthe issue date of such Additional Securities or except for the first payment of interest following the issue date of such Additional Securities), subject to the limitations described in Section 3.03, included in an Officers' Certificate delivered to 1008 hereof. Such Additional Securities will be consolidated and form a single series with the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Initial Securities and Exchange Securities Outstanding exceed $328,084,000have the same terms as to status, redemption or otherwise as the Initial Securities. The Securities shall be known and designated as the "10 1/87.50% Senior Discount Subordinated Notes due 20082012" of the IssuerCompany. The Stated Maturity of the Securities shall be March 1, 2008. The 2012, and the Securities shall each bear interest at the rate of 10 1/87.50% per annum, as such interest rate may be adjusted as set forth in the Securities, from March 1February 26, 2003 2004, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually on March 1 and September 1, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually semiannually on March 1 and September 1 in each year, and commencing September 1, 2004 until the amount of accrued Special principal thereof is paid or duly provided for. Interest shall be determined on any overdue principal, interest (to the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interestextent lawful) or premium, if any, shall be payable on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdemand. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the corporate trust an office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New York, York maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepurposes; provided, however, that at the option of the Issuer payment of interest may be made at the option of the Company by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of the Indenturea Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Indebtedness evidenced by the Securities shall not have rank junior to and be subordinated in right of payment to the benefit prior payment in full of any sinking fund obligationsall other Senior Indebtedness. The Securities shall be subject to defeasance at the option senior subordinated Indebtedness of the Issuer Company ranking equal to all other existing and future senior subordinated 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFour.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 86,250,000 (including $11,250,000 aggregate principal amount of Securities that may be sold to the date hereofInitial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001405. The Securities shall be known and designated as the "10 1/86 1/2% Senior Discount Notes Convertible Subordinated Debentures due 20082001" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1December 15, 2008. The Securities 2001 and they shall bear interest at the rate of 10 1/86 1/2% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 June 15 and September 1December 15 commencing June 15, commencing September 1, 20031997, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 1002; provided, however, that at the option of the Issuer Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided transfer restrictions set forth in Sections 10.13 and 10.17 of the IndentureSection 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be convertible as set forth provided in Article IV of this IndentureThirteen. A copy of an appropriate record of such action The Securities shall be certified by subject to repurchase at the Secretary or any Assistant Secretary option of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseHolder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof(Euro)500,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1009 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001016. The Securities shall be known and designated as the "10 1/83/4% Senior Discount Euro Notes due Due 2008" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 115, 2008. The Securities , and they shall bear interest at the rate of 10 1/83/4% per annumannum from February 29, from March 12000, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on September 15, payable semi-annually 2000 and semiannually thereafter on March 1 15 and September 1, commencing September 1, 200315 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; providedduly provided for. Principal of, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall will be payable payable, and the Securities may be exchanged or transferred, at the corporate trust office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New Yorkwhich, maintained for such purpose and at any other office or agency maintained unless otherwise provided by the Issuer for such purpose; providedCompany, however, that at will be the offices of the Trustee. At the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The interest rate on the Securities shall be is subject to repurchase increase by the Issuer pursuant addition of Special Interest and otherwise, all as set forth or referred to an Offer to Purchase as provided in Sections 10.13 and 10.17 the text of the IndentureSecurities appearing in Exhibit A hereto. The Securities shall be are not redeemable as provided in Article Elevenprior to maturity. The Securities shall not have At the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option election of the Issuer 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which that may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof10,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 1109 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001203. The Securities shall be known and designated as the "10 1/810.00% Senior Discount Subordinated Notes due 2008September 30, 2000" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1September 30, 2008. The Securities 2000 and they shall bear interest at the rate of 10 1/810.00% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 31 and September 130, commencing September 1March 31, 20031997, until the principal thereof is paid or made available for payment; provided. The interest so payable, howeverand punctually paid or duly provided for, with respect on any Interest Payment Date will be paid to Original the Person in whose name the Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, which shall be paid in cash in arrears semi-annually on March 1 and 15 or September 1 in each year15 (whether or not a Business Day), and as the amount of accrued Special case may be, next preceding such Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsPayment Date. The principal of and premiuminterest by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if anyno such account is specified, and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for by mailing a check to each such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterHolder's registered address. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable prepayable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer sinking fund payments as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be subordinated in right of payment to Senior Indebtedness as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action Thirteen and shall be certified by the Secretary or any Assistant Secretary senior in right of the Issuer and delivered payment to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseSubordinated Indebtedness as provided in Article Ten.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount at maturity of Securities which PIES that may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof_______, except for Securities PIES authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities PIES pursuant to Section 3.042.08, 3.052.09, 3.062.12, 9.06 3.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Securities shall be known and designated as the "10 1/8% Senior Discount Notes due 2008" 9.05 of the IssuerIndenture. The Stated Maturity for payment of principal of the Securities PIES shall be March 1November 15, 2008. The Securities 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the PIES shall bear interest at the rate of 10 1/8___% per annum, from March 1and including _______ __, 2003 1999 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as for to but excluding the case may berelevant Interest Payment Date, payable semi-annually quarterly in arrears on March 1 February 15, May 15, August 15 and September 1November 15 of each year (commencing February 15, commencing September 12000) and at Maturity, 2003to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until the principal thereof is paid or made available for payment; provided, howeverprovided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to Original Securitiesless than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, no fractional Vodafone ADRs shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and delivered pursuant to this Section 202. In determining the amount of accrued Special Interest cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one PIES shall be determined surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable PIES so surrendered at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseMaturity.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Supplemental Indenture shall be unlimited. The Company is limited to initially issuing $328,084,000 issued on 200,000,000 aggregate principal amount of Securities as of the date hereof, except for . This series of Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities be reopened from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolutionfor the issuance of additional Securities of this series, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance compliance with Section 3.09 704. Any additional Securities issued shall have the identical terms as the Securities issued on the Issue Date, except for the date of issuance, issue price and first Interest Payment Date, and shall no longer be deemed Outstanding for any purpose. In no event shall form a single series with the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000issued on the Issue Date. The Securities shall be known and designated as the "10 1/8“9% Senior Discount Notes due 2008" 2014” of the IssuerCompany. The Stated Maturity of the Securities shall be March June 1, 2008. The Securities 2014 and they shall bear interest at the rate of 10 1/89.00% per annumannum from the date of issuance, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as payable semiannually in cash and in arrears to the Person in whose name the Security (or any Predecessor Security) is registered at the close of business on the May 15 and November 15 immediately preceding the Interest Payment Date on June 1 and December 1 of each year, commencing on December 1, 2004 in the case may be, payable semiof the Securities issued on the Issue Date. Interest will be computed on the basis of a 360-annually on March 1 and September 1, commencing September 1, 2003day year comprised of twelve 30-day months, until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, however, with respect interest (to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestextent lawful) or premium, if any, shall be paid in cash in arrears semi-annually payable on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdemand. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for or at such purpose and at any other office or agency of the Company as may be maintained by the Issuer for such purpose, all as provided in Section 1002 of the Original Indenture; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid on Securities in definitive form by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 710. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase Asset Disposition as provided in Sections 10.13 and 10.17 of the IndentureSection 711. The Securities shall be redeemable as provided in Article ElevenEight and in the Securities. SECTION 302. CUSIP Numbers. The Company in issuing Securities may use “CUSIP” numbers (if then generally in use) in addition to serial numbers; if so, the Trustee shall use such “CUSIP” numbers in addition to serial numbers in notices of redemption and repurchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP numbers, either as printed on the Securities or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Securities, and any such redemption or repurchase shall not have be affected by any defect in or omission of such CUSIP numbers. The Company will promptly notify the benefit Trustee of any sinking fund obligations. The Securities shall be subject to defeasance at change in the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseCUSIP numbers.

Title and Terms. The An unlimited aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is limited to $328,084,000 issued on being issued, authenticated and delivered the date hereof), except for including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04303, 3.05304, 3.06305, 9.06 308, 516, 908, 1108 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1111. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/8“5.500% Senior Discount (Secured) Second Priority Notes due 2008" 2014” and the Exchange Securities shall be known and designated as the “5.500% Exchange Senior (Secured) Second Priority Notes due 2014”, in each case, of the IssuerCompany. The Stated Maturity of the Securities shall be March 115, 2008. The Securities 2014 and they shall bear interest at the rate of 10 1/85.500% per annumannum from and including March 11, from March 12004, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on September 15, payable 2004 and semi-annually thereafter on March 1 15 and September 1, commencing September 1, 200315 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsduly provided for. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for or at such purpose and at any other office or agency of the Company as may be maintained by the Issuer for such purpose; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. The Securities Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 payable only upon surrender of the IndentureSecurity to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall not have be issued with the benefit of any sinking fund obligations. The Securities shall be subject an indenture supplemental to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 350,000,000 in principal amount of Securities (of which $250.0 million are Initial Securities and up to $100.0 million may be issued on the date hereofas Additional 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 3.04303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1012, 1015 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001108. The Securities shall be known and designated as the "10 1/88 7/8% Senior Discount Subordinated Notes due 20082011" of the IssuerCompany. The Stated Maturity of the Securities shall be March December 1, 2008. The 2011, and the Securities shall each bear interest at the rate of 10 1/88 7/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from March 1December 11, 2003 2001 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on March June 1 and September December 1 in each year, commencing June 1, commencing September 1, 20032002, until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, however, with respect interest (to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestextent lawful) or premium, if any, shall be paid in cash in arrears semi-annually payable on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdemand. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be 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 in the Borough of Manhattanlocated at 180 East 5th Street, the City of New YorkSt. Paul, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purposeMinnesota 55101); provided, however, that thxx xxxxxxx xx xxxxxxxx xxx xx xxxx at the option of the Issuer payment of interest may be made Company by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of the Indenturea Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Indebtedness evidenced by the Securities shall not have rank junior to and be subordinated in right of payment to the benefit prior payment in full of any sinking fund obligationsall other Senior Indebtedness. The Securities shall be subject to defeasance at the option senior subordinated Indebtedness of the Issuer Company ranking equal to all other existing and future senior subordinated 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFour.

Title and Terms. The An unlimited aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is limited to $328,084,000 issued on being issued, authenticated and delivered the date hereof), except for including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04303, 3.05304, 3.06305, 9.06 308, 516, 908, 1108 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1111. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/85.500% Senior Discount (Secured) Second Priority Notes due 20082014" and the Exchange Securities shall be known and designated as the "5.500% Exchange Senior (Secured) Second Priority Notes due 2014", in each case, of the IssuerCompany. The Stated Maturity of the Securities shall be March 115, 2008. The Securities 2014 and they shall bear interest at the rate of 10 1/85.500% per annumannum from and including March 11, from March 12004, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on September 15, payable 2004 and semi-annually thereafter on March 1 15 and September 1, commencing September 1, 200315 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsduly provided for. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for or at such purpose and at any other office or agency of the Company as may be maintained by the Issuer for such purpose; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. The Securities Any such wire transfer instructions received by the Company or the Paying Agent shall remain in 37 effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 payable only upon surrender of the IndentureSecurity to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall not have be issued with the benefit of any sinking fund obligations. The Securities shall be subject an indenture supplemental to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Series A Securities which may be authenticated and delivered under this Indenture for original issue on the Issue Date is limited to $328,084,000 issued on 150,000,000 (such Series A Securities being herein called the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Offered Securities"). The Issuer may issue Exchange Securities , and from time to time pursuant after the Issue Date up to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the additional $150,000,000 aggregate principal amount at maturity of Original Series A Securities may be issued, authenticated and Exchange delivered hereunder. The aggregate principal amount of Series B Securities which may be authenticated and delivered under this Indenture for original issue is limited to $150,000,000. The aggregate principal amount of Securities Outstanding at any one time may not exceed $328,084,000300,000,000 except as provided in Section 3.7 hereof. The Series A Securities shall be known and designated as the "10 1/89 3/8% Senior Discount Subordinated Notes due 20082010, Series A" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March October 1, 2008. The Securities 2010, and they shall bear interest at the rate of 10 1/89 3/8% per annumannum from the date of their original issuance, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as payable semiannually on April 1 and October 1 in each year, commencing, in the case may beof the Offered Securities, payable semi-annually on March 1 and September April 1, commencing September 12001, 2003and at said Stated Maturity, until the principal thereof is paid or made available for payment; providedduly provided for. The Series B Securities shall be known and designated as the "9 3/8% Senior Subordinated Notes due 2010, howeverSeries B" of the Company. Their Stated Maturity shall be October 1, with respect 2010, and they shall bear interest at the rate of 9 3/8% per annum from the date of their original issuance, or from the most recent Interest Payment Date to Original Securities, if there which interest has been a Registration Defaultpaid or duly provided for, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually payable semiannually on March April 1 and September October 1 in each year, commencing on the first April 1 or October 1 following the original issuance of the Series B Securities, and at said Stated Maturity, until the principal thereof is paid or duly provided for. Upon the occurrence of a Registration Default, the interest rate on Transfer Restricted Securities shall increase ("Special Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.50% per annum and shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of accrued 1.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Special Interest with respect to such Registration Default shall cease and upon the cure of all Registration Defaults the interest rate shall revert to the original rate. Any Special Interest due on any Security shall be payable on the appropriate Interest Payment Date to the Holder entitled to receive the interest payment to be made on such date. Each obligation to pay Special Interest shall be determined deemed to accrue from and including the date of the first applicable Registration Default to but excluding the date on which all Registration Defaults have been cured. Accrued but unpaid interest on any Series A Security that is exchanged for a Series B Security pursuant to a Registration Rights Agreement shall be paid on the basis first Interest Payment Date on the Series B Securities. The Series A Securities and the Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. As provided in the applicable Registration Rights Agreement and subject to the limitations set forth therein, at the option of the number of days actually elapsed. With respect to Global SecuritiesHolders, the Issuer will pay interest, if any, on such Series A Securities shall be exchangeable for Series B Securities of like aggregate principal amount pursuant to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsan Exchange Offer. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid on Physical Securities by check mailed on or before the due date to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligationsXI hereof. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article TwelveXII hereof. The Securities are shall be guaranteed by the Guarantor Subsidiary Guarantors, if any, as set forth provided in Article IV of this IndentureXIII hereof. A copy of an appropriate record of such action The Securities shall be certified by the Secretary or any Assistant Secretary subordinated in right of the Issuer and delivered payment to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseSenior Indebtedness as provided in Article XIV hereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof800,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1009 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001016. The Securities shall be known and designated as the "10 1/811% Senior Discount Notes due Due 2008" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 115, 2008. The Securities , and they shall bear interest at the rate of 10 1/811% per annumannum from February 29, from March 12000, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on September 15, payable semi-annually 2000 and semiannually thereafter on March 1 15 and September 1, commencing September 1, 200315 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; providedduly provided for. Principal of, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall will be payable payable, and the Securities may be exchanged or transferred, at the corporate trust office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New Yorkwhich, maintained for such purpose and at any other office or agency maintained unless otherwise provided by the Issuer for such purpose; providedCompany, however, that at will be the offices of the Trustee. At the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The interest rate on the Securities shall be is subject to repurchase increase by the Issuer pursuant addition of Special Interest and otherwise, all as set forth or referred to an Offer to Purchase as provided in Sections 10.13 and 10.17 the text of the IndentureSecurities appearing in Exhibit A hereto. The Securities shall be are not redeemable as provided in Article Elevenprior to maturity. The Securities shall not have At the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option election of the Issuer 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The initial aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof200,000,000 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 3.04303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1012, 1014 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1108. The Issuer may issue Exchange Securities Notwithstanding the foregoing, the Company may, from time to time pursuant time, without notice to an Exchange Offer or otherwisethe consent of the Holders of Securities, create and issue Additional Securities under this Indenture ranking equally with the Initial Securities in each case pursuant all respects (or in all respects other than the payment of interest accruing prior to a Board Resolutionthe issue date of such Additional Securities or except for the first payment of interest following the issue date of such Additional Securities), subject to the limitations described in Section 3.03, included in an Officers' Certificate delivered to 1008 hereof. Such Additional Securities will be consolidated and form a single series with the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Initial Securities and Exchange Securities Outstanding exceed $328,084,000have the same terms as to status, redemption or otherwise as the Initial Securities. The Securities shall be known and designated as the "10 1/88 7/8% Senior Discount Notes due 20082011" of the IssuerCompany. The Stated Maturity of the Securities shall be March 1May 16, 2008. The 2011, and the Securities shall each bear interest at the rate of 10 1/88 7/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from March 1May 16, 2003 2003, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on March June 1 and September 1December 1 in each year, commencing September December 1, 2003, until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, however, with respect interest (to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestextent lawful) or premium, if any, shall be paid in cash in arrears semi-annually payable on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdemand. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of an affiliate of the Trustee in the Borough of ManhattanTrustee, the City of New Yorklocated at SunTrust Bank x/x Xxxxxxxxxxxxx Xxxxx Xx. xx Xxx Xxxx, 00 Xxxx Xxxxxx, Xxxx Xxxxxx Plaza, 19th Floor, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purposeNY 10005); provided, however, that at the option of the Issuer payment of interest may be made at the option of the Company by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in 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 Exchange Securities. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of the Indenturea Change of Control pursuant to Section 1014. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have Eleven and in the benefit of any sinking fund obligationsSecurities. The Securities shall be subject to defeasance at the option senior Indebtedness of the Issuer 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFour.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture for original issue is limited to $328,084,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")100,000,000. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding at any one time may not exceed $328,084,000such amount except as provided in Section 3.7 hereof. The Securities shall be known and designated as the "10 1/8___% Senior Discount Subordinated Notes due 20082007," of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1_____________, 2008. The Securities 2007, and they shall bear interest at the rate of 10 1/8___% per annumannum from ____________, from March 11997, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on March 1 ____________ and September 1____________ in each year, commencing September 1___________, 20031997, and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsduly provided for. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York; PROVIDED, New YorkHOWEVER, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; providedthat, however, that at the option of the Issuer payment of Company, interest may be made paid on Physical Securities by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligationsXI hereof. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article TwelveXII hereof. The Securities are shall be guaranteed by the Guarantor Subsidiary Guarantors as set forth provided in Article IV of this IndentureXIII hereof. A copy of an appropriate record of such action The Securities shall be certified by the Secretary or any Assistant Secretary subordinated in right of the Issuer and delivered payment to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseSenior Indebtedness as provided in Article XIV hereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 175,000,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000175,000,000. The Securities shall be known and designated as the "10 1/89 7/8% Senior Discount Notes due 20082009" of the Issuer. The Stated Maturity of the Securities shall be March 1November 15, 20082009. The Securities shall bear cash interest at the rate of 10 1/89 7/8% per annumannum on the principal amount at maturity of the Notes, from March 1May 13, 2003 1999 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 May 15 and September 1November 15, commencing September 1November 15, 20031999, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 May 15 and September 1 November 15 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof, 139,176,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.043.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,00011.6. The Securities shall be known and designated as the "10 1/89 1/2% Senior Discount Subordinated Notes due 2008August 15, 2027" of the IssuerCompany. The Their Stated Maturity of shall be August 15, 2027, at which time the Securities shall be March 1, 2008. The Securities become due and payable together with any accrued and unpaid interest thereon and they shall bear interest at the rate of 10 1/89 1/2% per annum, from March 1the Issue Date, 2003 or payable semi-annually in arrears on each Interest Payment Date subject to Article XIII, to the Persons in whose name the Securities are registered at the close of business on the Regular Record Date. Interest on the Securities shall accrue from the most recent Interest Payment Date thereafter to date on which interest has been paid or duly provided foror, as if no interest has been paid, from the case may be, payable Issue Date. Interest in arrears shall accrue interest (compounded semi-annually annually) at the same rate. Payments on March 1 and September 1the Securities issued as a Global Security shall be made in immediately available funds to the Depository. In the event that Securities are issued in certificated form, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purposeCompany pursuant to Section 10.2; providedprovided that unless the Securities are held by the Trust or any permissible successor entity as provided under the Declaration in the event of a merger, however, that at the option consolidation or amalgamation of the Issuer Trust, payment of interest may be made at the option of the Company by check mailed to the address of the Person persons entitled thereto thereto, as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article ElevenXI. The Securities shall not have be subordinated in right of payment to Senior Indebtedness of the benefit of any sinking fund obligationsCompany as provided in Article XII. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseSection 4.3.

Title and Terms. (a) The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof250,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.043.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 11.8, Exchange Securities or in connection with an Offer to Purchase pursuant to Section 10.13 Sections 10.19 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")10.21. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject Subject to Section 3.033.5, included the Securities will be represented by one or more Global Securities in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity name of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000Depositary or its nominee. The Securities shall be known and designated as the "10 1/87.0% Senior Discount Notes due 20082016" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March December 1, 2008. The Securities 2016 and they shall bear interest at the rate of 10 1/87.0% per annum, from March 1November 23, 2003 2004 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March June 1 and September December 1, commencing September June 1, 20032005, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New York, York maintained for such purpose and at any other office or agency maintained by the Issuer Company for such purpose; provided, however, provided that at the option of the Issuer Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding any other provision of this Section 3.1, if the Securities are in the form of one or more Global Securities, immediately available funds for the payment of the principal of (and premium, if any) and interest on the Securities due on any Interest Payment Date or at Maturity, as the case may be, will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Depositary on such respective dates. The Depositary will allocate and pay such funds to the owners of beneficial interests in the Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture10.19 or 10.21. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to defeasance at the option of the Company as provided in Article Twelve. The Securities do not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Initial Securities and the Exchange Securities shall constitute one series be considered collectively as a single class for all purposes under of this Indenture. Holders of the IndentureInitial Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, including without limitation, amendments, waivers, redemptions and Offers none of the Holders of the Initial Securities or the Exchange Securities shall have the right to Purchasevote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 115,000,000 (including $15,000,000 aggregate principal amount of Securities that may be sold to the date hereofInitial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001405. The Securities shall be known and designated as the "10 1/85-3/4% Senior Discount Notes Convertible Subordinated Debentures due 20082004" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1August 15, 2008. The Securities 2004 and they shall bear interest at the rate of 10 1/85-3/4% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 February 15 and September 1August 15, commencing September 1February 15, 20031998, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 1003; providedPROVIDED, howeverHOWEVER, that that, at the option of the Issuer Company, payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided transfer restrictions set forth in Sections 10.13 and 10.17 of the IndentureSection 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article Fourteen. The Securities shall be guaranteed by the Guarantor Company's Wholly-owned Subsidiaries as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFifteen.

Title and Terms. (2) This Schedule should be included only if the Security is issued in global form. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 143,750,000 (including $18,750,000 aggregate principal amount of Securities that may be sold to the date hereofUnderwriters by the Company upon exercise of the over-allotment option granted pursuant to the Underwriting Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001405. The Securities shall be known and designated as the "10 1/8_____% Senior Discount Convertible Subordinated Notes due 20082004" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1_____________, 2008. The Securities 2004 and they shall bear interest at the rate of 10 1/8_____% per annum, from March 1_____________, 2003 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 ___________ and September 1_____________, commencing September 1___________, 20031998, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposein The City of New York pursuant to Section 1003; provided, however, that that, at the option of the Issuer Company, payment of interest to Holders of record other than the Depositary may be made by check mailed on or before the due date to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option Senior Indebtedness of the Issuer Company as provided in Article Twelve. The Securities are shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article Fourteen. The Securities shall be guaranteed by the Guarantor Company's Wholly-owned Significant Subsidiaries as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities Fifteen and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseGuarantee Agreement.

Title and Terms. The aggregate principal amount at maturity Stated Maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 the aggregate liquidation preference of the Exchangeable Preferred Stock (including any Exchangeable Preferred Stock issued in payment of dividends), plus accrued and unpaid dividends, on the date hereofof exchange of the Exchangeable Preferred Stock into Securities (plus any additional Securities issued in lieu of cash interest as provided herein, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906 or 11.08 1108 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001013. The Securities shall be known and designated as the "10 1/8% Senior Discount Notes Subordinated Debentures due 20082010" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1February 15, 2008. The Securities 2010 and they shall bear interest at the rate of 10 1/811.125% per annum, from March 1, 2003 the Securities Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 February 15 and September 1August 15, commencing September 1, 2003, with the first such date after the Securities Issue Date until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New York, York maintained for such purpose and at any other office or agency maintained by the Issuer Company for such purpose; provided, however, that at the option of the Issuer Company payment of interest interest, to the extent paid in cash, may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall Company may be subject required to repurchase by the Issuer pursuant to make an Offer to Purchase the Securities as provided in Sections 10.13 and 10.17 of the Indenture1013. The Securities shall be redeemable as provided in Article Two and Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer Defeasance and/or Covenant Defeasance as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $328,084,000 issued on the date hereof1,200,000,000 principal amount. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 3.04, 3.05, 3.06, 9.06 9.05 or 11.08 or in connection with an Offer to Purchase pursuant to Section Sections 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,00010.14. The Securities shall be known and designated as the "10 1/8“5.50% Senior Discount Notes due 2008" 2027” of the IssuerCompany. The Their Stated Maturity for payment of principal shall be July 15, 2027. Interest on the Securities shall be March 1, 2008. The Securities shall bear interest accrue at the rate of 10 1/85.50% per annumannum and shall be payable semiannually in arrears on each January 15 and July 15, from March commencing January 15, 2020 to the Holders of record of Securities at the close of business on January 1 and July 1, 2003 or respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent Interest Payment Date thereafter date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 and September 1, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securitiesor, if there no interest has been a Registration Defaultpaid, a Step-Up will occur and from July 9, 2019. Interest on the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined computed on the basis of the number a 360-day year comprised of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentstwelve 30-day months. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the The City of New York, New Yorklocated at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Issuer Company for such purpose; provided, however, that that, at the option of the Issuer Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have XI and in the benefit of any sinking fund obligationsSecurities. The Securities shall be subject to defeasance at the option of the Issuer satisfaction and discharge as provided in Article Twelve. The Securities are guaranteed by the Guarantor IV and to Legal Defeasance and/or Covenant Defeasance as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXII.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Supplemental Indenture shall be unlimited. The Company is limited to initially issuing $328,084,000 issued on 150,000,000 aggregate principal amount of Securities as of the date hereof, except for . This series of Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities be reopened from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolutionfor the issuance of additional Securities of this series, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance compliance with Section 3.09 704. Any additional Securities issued shall have the identical terms as the Securities issued on the Issue Date, except for the date of issuance, issue price and first Interest Payment Date, and shall no longer be deemed Outstanding for any purpose. In no event shall form a single series with the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000issued on the Issue Date. The Securities shall be known and designated as the "10 1/8“71/2% Senior Discount Notes due 2008" 2013” of the IssuerCompany. The Stated Maturity of the Securities shall be March 1April 15, 2008. The Securities 2013 and they shall bear interest at the rate of 10 1/87.50% per annumannum from the date of issuance, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as payable semiannually in cash and in arrears to the Person in whose name the Security (or any Predecessor Security) is registered at the close of business on the April 1 and October 1 immediately preceding the Interest Payment Date on April 15 and October 15 of each year, commencing on October 15, 2006 in the case may be, payable semiof the Securities issued on the Issue Date. Interest will be computed on the basis of a 360-annually on March 1 and September 1, commencing September 1, 2003day year comprised of twelve 30-day months, until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, however, with respect interest (to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestextent lawful) or premium, if any, shall be paid in cash in arrears semi-annually payable on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdemand. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for or at such purpose and at any other office or agency of the Company as may be maintained by the Issuer for such purpose, all as provided in Section 1002 of the Original Indenture; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid on Securities in definitive form by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 710. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase Asset Disposition as provided in Sections 10.13 and 10.17 of the IndentureSection 711. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have Eight and in the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $328,084,000 not limited; provided, however, that any Additional Notes issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in under this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled Indenture are issued in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall 303 hereof, as part of the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000same series as the Notes. The Securities Notes shall be known and designated as the "10 1/8“5.950% Senior Discount Notes due 2008" 2029” of the IssuerCompany. The Stated Maturity of the Securities Notes shall be March 1February 15, 2008. The Securities 2029, and the Notes shall bear interest at the rate of 10 1/85.950% per annumannum from January 22, from March 12024, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as for on the case may be, Notes. Interest on the Notes is payable semi-annually on March 1 February 15 and September 1August 15 of each year, commencing September 1on August 15, 20032024 and at the applicable Stated Maturity, until the principal thereof of such Note is paid or made available duly provided for payment; providedand to the Person in whose name such Note (or any Predecessor Note), however, with respect to Original Securities, if there has been a Registration Defaultis registered at the close of business on February 1 and August 1 immediately preceding such Interest Payment Date (each, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down “Regular Record Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments”). The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose within the City and at any other office or agency maintained by the Issuer for such purpose; providedState of New York or, however, that at the option of the Issuer Company, payment of interest may be made by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the Person entitled thereto as trustee maintained for such address purpose. Holders shall appear have the right to require the Company to purchase their Notes, in whole or in part, in the Security Registerevent of a Change in Control pursuant to Section 1016. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities Notes shall be redeemable as provided in Article Eleven. The Securities shall not have If the benefit Notes are guaranteed, the due and punctual payment of any sinking fund obligations. The Securities shall be subject principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to defeasance at the option extent set forth herein, by each of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseGuarantors.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on unlimited. Concurrently with the date hereofexecution and delivery of this Indenture, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Initial Securities to be authenticated and delivered under this Indenture is $300,000,000. Additional Securities, which may be Initial Securities or Exchange Securities Outstanding exceed $328,084,000("Additional Securities"), may be authenticated and delivered under this Indenture at any time from time to time, and such Securities will have the same terms and conditions as, and be treated as a single class (for all purposes under this Indenture) with, all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the "10 1/85.375% Senior Discount Notes due 2008Due 2014" of and the Issuer. Exchange Securities shall be known and designated as the "5.375% Senior Notes Due 2014, Series B." The Stated Maturity of the Securities shall be March 1December 15, 2008. The 2014 and the Securities shall bear interest at the rate of 10 1/85.375% per annumannum from their date of original issue, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in arrears on March 1 June 15 and September 1December 15 in each year, commencing September 1, 2003on the date set forth in the definitive form of such Securities, until the principal thereof is paid or made available for payment; providedduly provided for, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding Person in whose name the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and Security (or any Predecessor Security) is registered at the amount close of accrued Special Interest shall be determined business on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on June 1 or December 1 next preceding such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsInterest Payment Date. The principal of and premium, if any, and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the corporate trust 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 in located at SunTrust Bank, c/o SunTrust Robinson Xxxxxxxx Xxxxxxx Markets, 125 Broad Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxon: Randy Broxxxxx, xxx xxx office of the Borough of ManhattanLuxembourg Paying Agent located at Banque Generale du Luxembourg S.A., the City of New York50 Avenue X.X. Xxxxxxx, New YorkX-0000 Luxembourg) or, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. The ; provided that all payments with respect to Securities shall be subject the Holders of which have given wire transfer instructions to repurchase the Trustee (or other Paying Agent) by the Issuer pursuant Regular Record Date for such payment, will be required to an Offer be made by wire transfer of immediately available funds to Purchase as provided in Sections 10.13 and 10.17 the accounts specified by the Holders thereof). Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXI.

Title and Terms. The aggregate principal amount at maturity of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $328,084,000 not limited; provided, however that any Additional Notes issued on under this Indenture rank pari passu with the date Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, except for Securities authenticated form a single class with the Initial Notes and delivered upon registration of transfer ofshall have the same terms as to status, redemption or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")otherwise as the Initial Notes. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case Any Additional Notes shall be issued pursuant to a Board Resolution, subject supplemental indenture to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000this Indenture. The Securities Notes shall be known and designated as the "10 1/8“4.50% Senior Discount Notes due 2008" 2031” of the IssuerCompany. The Stated Maturity of the Securities Notes shall be March June 1, 2008. The Securities 2031, and the Notes shall bear interest at the rate of 10 1/8% per annumset forth below from May 20, from March 12021, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on December 1, payable 2021 and semi-annually thereafter on March June 1 and September 1, commencing September 1, 2003December 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for payment; provided, however, with respect and to Original Securities, if there has been a Registration Defaultthe Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a Step-Up “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined made on the basis succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdelay. The principal of (and premium, if any, ) and interest on the Securities Notes shall be payable at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; providedor, however, that at the option of the Issuer Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance Holders at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as their respective addresses set forth in Article IV the Note Register; provided that all payments of this Indenture. A copy principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of an appropriate record or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such action shall be certified by Certificated Note at the Secretary office or any Assistant Secretary agency of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of Company maintained for such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchasepurpose.

Title and Terms. The aggregate principal amount at maturity of Series A Securities which may be authenticated and delivered under this Indenture for original issue on the Issue Date is limited to $328,084,000 issued on 260,000,000 (such Series A Securities being herein called the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Offered Securities"). The Issuer may issue Exchange Securities , and from time to time pursuant after the Issue Date up to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the additional $140,000,000 aggregate principal amount at maturity of Original Series A Securities may be issued, authenticated and Exchange delivered hereunder. The aggregate principal amount of Series B Securities which may be authenticated and delivered under this Indenture for original issue is limited to $400,000,000. The aggregate principal amount of Securities Outstanding at any one time may not exceed $328,084,000400,000,000 except as provided in Section 3.7 hereof. The Series A Securities shall be known and designated as the "10 1/89 1/2% Senior Discount Subordinated Notes due 2008, Series A" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March June 1, 2008. The Securities , and they shall bear interest at the rate of 10 1/89 1/2% per annumannum from the date of their original issuance, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as payable semiannually on June 1 and December 1 in each year, commencing, in the case may beof the Offered Securities, payable semi-annually on March 1 and September December 1, commencing September 11999, 2003and at said Stated Maturity, until the principal thereof is paid or made available for payment; providedduly provided for. The Series B Securities shall be known and designated as the "9 1/2% Senior Subordinated Notes due 2008, howeverSeries B" of the Company. Their Stated Maturity shall be June 1, with respect 2008, and they shall bear interest at the rate of 9 1/2% per annum from the date of their original issuance, or from the most recent Interest Payment Date to Original Securities, if there which interest has been a Registration Defaultpaid or duly provided for, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually payable semiannually on March June 1 and September December 1 in each year, commencing on the first June 1 or December 1 following the original issuance of the Series B Securities, and at said Stated Maturity, until the principal thereof is paid or duly provided for. Upon the occurrence of a Registration Default, the interest rate on Transfer Restricted Securities shall increase ("Special Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.50% per annum and shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of accrued 1.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Special Interest with respect to such Registration Default shall cease and upon the cure of all Registration Defaults the interest rate shall revert to the original rate. Any Special Interest due on any Security shall be payable on the appropriate Interest Payment Date to the Holder entitled to receive the interest payment to be made on such date. Each obligation to pay Special Interest shall be determined deemed to accrue from and including the date of the first applicable Registration Default to but excluding the date on which all Registration Defaults have been cured. Accrued but unpaid interest on any Series A Security that is exchanged for a Series B Security pursuant to a Registration Rights Agreement shall be paid on the basis first Interest Payment Date on the Series B Securities. The Series A Securities and the Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. As provided in the applicable Registration Rights Agreement and subject to the limitations set forth therein, at the option of the number of days actually elapsed. With respect to Global SecuritiesHolders, the Issuer will pay interest, if any, on such Series A Securities shall be exchangeable for Series B Securities of like aggregate principal amount pursuant to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsan Exchange Offer. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid on Physical Securities by check mailed on or before the due date to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligationsXI hereof. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article TwelveXII hereof. The Securities are shall be guaranteed by the Guarantor Subsidiary Guarantors, if any, as set forth provided in Article IV of this IndentureXIII hereof. A copy of an appropriate record of such action The Securities shall be certified by the Secretary or any Assistant Secretary subordinated in right of the Issuer and delivered payment to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseSenior Indebtedness as provided in Article XIV hereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on unlimited. Concurrently with the date hereofexecution and delivery of this Indenture, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Initial Securities to be authenticated and delivered under this Indenture is $300,000,000. Additional Securities, which may be Initial Securities or Exchange Securities Outstanding exceed $328,084,000("Additional Securities"), may be authenticated and delivered under this Indenture at any time from time to time, and such Securities will have the same terms and conditions as, and be treated as a single class (for all purposes under this Indenture) with, all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the "10 1/84.500% Senior Discount Notes due 2008Due 2009" of and the Issuer. Exchange Securities shall be known and designated as the "4.500% Senior Notes Due 2009, Series B." The Stated Maturity of the Securities shall be March 1December 15, 2008. The 2009 and the Securities shall bear interest at the rate of 10 1/84.500% per annumannum from their date of original issue, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in arrears on March 1 June 15 and September 1December 15 in each year, commencing September 1, 2003on the date set forth in the definitive form of such Securities, until the principal thereof is paid or made available for payment; providedduly provided for, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding Person in whose name the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and Security (or any Predecessor Security) is registered at the amount close of accrued Special Interest shall be determined business on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on June 1 or December 1 next preceding such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsInterest Payment Date. The principal of and premium, if any, and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the corporate trust 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 in located at SunTrust Bank, c/o SunTrust Robinxxx Xxxxxxxx Xxxxtal Markets, 125 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxention: Randy Xxxxxxxx, xxx the Borough office of Manhattanthe Luxembourg Paying Agent located at Banque Generale du Luxembourg S.A., the City of New York50 Avxxxx X.X. Xxxxxxx, New YorkX-0951 Luxembourg) or, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. The ; provided that all payments with respect to Securities shall be subject the Holders of which have given wire transfer instructions to repurchase the Trustee (or other Paying Agent) by the Issuer pursuant Regular Record Date for such payment, will be required to an Offer be made by wire transfer of immediately available funds to Purchase as provided in Sections 10.13 and 10.17 the accounts specified by the Holders thereof). Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXI.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 57,500,000 (including $7,500,000 aggregate principal amount of Securities that may be sold to the date hereofInitial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001405. The Securities shall be known and designated as the "10 1/87% Senior Discount Convertible Subordinated Notes due 20082004" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March December 1, 2008. The Securities 2004 and they shall bear interest at the rate of 10 1/87% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March June 1 and September December 1 commencing June 1, commencing September 1, 20031998, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 1002; provided, however, that at the option of the Issuer Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided transfer restrictions set forth in Sections 10.13 and 10.17 of the IndentureSection 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be convertible as set forth provided in Article IV of this IndentureThirteen. A copy of an appropriate record of such action The Securities shall be certified by subject to repurchase at the Secretary or any Assistant Secretary option of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseHolder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 165,000,000 in principal amount of Securities (of which $115.0 million are Initial Securities and up to $50.0 million may be issued on the date hereofas Additional 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 3.04303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1012, 1015 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001108. The Securities shall be known and designated as the "10 1/811% Senior Discount Subordinated Notes due 20082009" of the IssuerIssuers. The Stated Maturity of the Securities shall be March 1May 15, 2008. The 2009, and the Securities shall each bear interest at the rate of 10 1/8_____% per annum, as such interest rate may be adjusted as set forth in the Securities, from March 1May 18, 2003 1999, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on March 1 May 15 and September 1November 15 in each year, commencing September 1November 15, 20031999, until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, however, with respect interest (to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestextent lawful) or premium, if any, shall be paid in cash in arrears semi-annually payable on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdemand. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Issuers in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee in the Borough of Manhattanlocated at 114 Xxxx 00xx Xxxxxx, the City of New YorkXxx Xxxx, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purposeXX); providedxrovided, however, that at the option of the Issuer payment of interest may be made at the option of the Issuers by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Issuer Issuers pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 Section 1012. Holders shall have the right to require the Issuers to purchase their Securities, in whole or in part, in the event of the Indenturea Change of Control pursuant to Section 1015. - 59 - 73 The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Indebtedness evidenced by the Securities shall not have rank junior to and be subordinated in right of payment to the benefit prior payment in full of any sinking fund obligationsall other Senior Indebtedness. The Securities shall be subject to defeasance at the option senior subordinated Indebtedness of the Issuer Issuers ranking equal to all other existing and future senior subordinated Indebtedness of the Issuers and senior to all Subordinated Indebtedness of the Issuers. At the election of the Issuers, the entire Indebtedness on the Securities or certain of the Issuers' obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFour.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof225,000,000 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 3.03, 3.04, 3.05, 3.06, 9.06 9.06, 10.11, 10.16 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")11.08. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Series A Securities shall be known and designated as the "10 1/813% Senior Discount Notes due 2008Due 2005" of the IssuerCompany. The Series B Securities shall be known and designated as the "13% Senior Notes Due 2005, Series B" of the Company. The final Stated Maturity of the Series A Securities and the Series B Securities shall be March 1February 15, 2008. The 2005, and the Series A Securities and Series B Securities shall each bear interest at the rate of 10 1/813% per annum, annum from March 1, 2003 the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided forpaid, as the case may be, payable on August 15, 1997 and semi-annually thereafter on March 1 February 15 and September 1August 15, commencing September 1, 2003in each year, until the principal thereof is paid or made available for payment; providedduly provided for. Interest on any overdue principal, however, with respect interest (to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestextent lawful) or premium, if any, shall be paid payable on demand. Series B Securities may be issued only in cash in arrears semi-annually on March 1 and September 1 in each year, and the exchange for a like principal amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Series A Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenturea Registered Exchange Offer. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option Eleven and paragraph 3 of the Issuer Series A Securities and paragraph 2 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 TwelveFour. The Securities are guaranteed by the Guarantor as set forth will rank pari passu in Article IV right of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary payment with all present and future senior unsecured obligations of the Issuer Company and delivered will rank senior in right of payment to the Trustee at or prior to the delivery all present and future subordinated indebtedness of the Officers' Certificate or Company. The Securities will be effectively subordinated to all existing and future indebtedness and liabilities of the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseCompany's subsidiaries.

Title and Terms. The An unlimited aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is limited to $328,084,000 issued on being issued, authenticated and delivered the date hereof), except for including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04303, 3.05304, 3.06305, 9.06 308, 516, 908, 1016, 1108 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1111. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/8“7.875% Senior Discount (Secured) Second Priority Notes due 2008" 2012” and the Exchange Securities shall be known and designated as the “7.875% Exchange Senior (Secured) Second Priority Notes due 2012”, in each case, of the IssuerCompany. The Stated Maturity of the Securities shall be March May 1, 2008. The Securities 2012 and they shall bear interest at the rate of 10 1/87.875% per annumannum from and including April 30, from March 12002, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on November 1, payable 2002 and semi-annually thereafter on March May 1 and September 1, commencing September 1, 2003November 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsduly provided for. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for or at such purpose and at any other office or agency of the Company as may be maintained by the Issuer for such purpose; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; provided further that all payments of the principal of (and premium, if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. The Securities Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 payable only upon surrender of the IndentureSecurity to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall not be consolidated with and form a single series with the Securities initially issued and shall have the benefit of any sinking fund obligations. The same terms as to status, redemption or otherwise as the Securities originally issued, provided that the Company’s ability to issue Additional Securities shall be subject to defeasance at the option Company’s compliance with Sections 1008 and 1009. Any Additional Securities shall be issued with the benefit of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of an indenture supplemental to this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof, except Except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities Debentures pursuant to Section 3.04Sections 3.4, 3.053.5, 3.069.6 or 11.8, 9.06 or 11.08 or in connection with an Offer the aggregate principal amount of Debentures which may be authenticated and delivered under this Indenture, is limited to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")$25,000,000. The Issuer Debentures may issue Exchange Securities be issued from time to time in exchange for shares of the Company's Class B Common Stock as such shares are tendered and accepted for exchange pursuant to an Exchange Offer or otherwiseexchange offer of the Company to its shareholders, as described in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000Offering Circular. The Securities Debentures may be issued only in registered form without coupons, and shall be known and designated as the "10 1/8% Senior Discount Notes due 2008Unsecured, Subordinated Debentures" of the IssuerCompany. The Stated Maturity of the Securities shall be March 1, 2008. The Securities shall bear interest at the rate of 10 1/8% per annum, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually Principal on March 1 and September 1, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities any Debenture shall be payable at in one installment on the corporate trust office date of Maturity, unless paid earlier, in whole or in part, by declaration of acceleration, redemption or otherwise. The Maturity Date of any Debenture shall be the last day of the Trustee same month as the month in which that Debenture is issued, in the Borough fifth (5th), seventh (7th) or tenth (10th) year after issuance. The year of Manhattan, the City maturity of New York, New York, maintained for such purpose and at any other office or agency maintained Debenture shall be selected irrevocably by the Issuer for original Holder prior to the issuance of that Debenture. Interest is payable in consecutive monthly installments due on the last day of each month, commencing on the last day of the month in which the Debenture is issued. Each Debenture bears interest from the date of issuance at either the Fixed Rate or the Variable Rate, as selected irrevocably by the original Holder thereof. The principal, interest and the redemption price of the Debentures shall be payable by check mailed to the Holder entitled to such purpose; providedpayment at his address as it appears on the Debenture Register, howeveror, that at the option of the Issuer original Holder of each Debenture (unless the method of payment of interest may be made by check mailed is subsequently changed upon thirty (30) days written notice to the address Company by the registered Debentureholder entitled thereto), by electronic transfer to the account provided to the Company and listed on the records of the Person entitled thereto as such address shall appear in the Security RegisterCompany. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities Debentures shall be redeemable at the option of the Company without penalty or premium as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities Debentures shall be subject subordinated in right of payment to defeasance at the option certain other indebtedness of the Issuer Company as provided in Article Twelve. The Securities Debentures are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary unsecured debt obligations of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseCompany.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof250,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1010, 1018 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001108. The Securities shall be known and designated as the "10 1/8% Series B Senior Discount Notes due 2008Due 2007" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March April 1, 2008. The Securities 2007, and they shall bear interest at the rate of 10 1/8% per annum, annum from March 131, 2003 1997, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on October 1, payable semi-annually 1997 and semiannually thereafter on March April 1 and September October 1, commencing September 1, 2003in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up duly provided for. Interest will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined computed on the basis of the number a 360-day year comprised of days actually elapsedtwelve 30-day months. With respect to Global SecuritiesPrincipal of, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall will be payable payable, and the Securities may be exchanged or transferred, at the corporate trust office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New Yorkwhich, maintained for such purpose and at any other office or agency maintained unless otherwise provided by the Issuer for such purpose; providedCompany, however, that at will be the offices of the Trustee. At the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have At the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option election of the Issuer 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall will be certified by the Secretary or any Assistant Secretary senior unsecured obligations of the Issuer Company, ranking pari passu in right of payment with all existing and delivered to the Trustee at or prior to the delivery future senior unsecured Debt of the Officers' Certificate or Company, and will be senior in right of payment to all existing and future Subordinated Debt of the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseCompany.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 115,000,000 (including $15,000,000 aggregate principal amount of Securities that may be sold to the date hereofInitial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001405. The Securities shall be known and designated as the "10 1/85 3/4% Senior Discount Convertible Subordinated Notes due 20082004" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March July 1, 2008. The Securities 2004 and they shall bear interest at the rate of 10 1/85 3/4% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March July 1 and September January 1 commencing January 1, commencing September 1, 20031998, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 1002; provided, however, that at the option of the Issuer Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided transfer restrictions set forth in Sections 10.13 and 10.17 of the IndentureSection 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be convertible as set forth provided in Article IV of this IndentureThirteen. A copy of an appropriate record of such action The Securities shall be certified by subject to repurchase at the Secretary or any Assistant Secretary option of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseHolder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 175,000,000 in principal amount of Securities plus any Exchange Notes which may be issued on the date hereofupon consummation of an Exchange Offer, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1009, 1014 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001108 hereof. The Securities shall be known and designated as the "10 1/89 1/4% Senior Discount Secured Notes due 20082007" of the IssuerCompany. The Stated Maturity of the principal amount of the Securities shall be March 1October 15, 2008. The 2007, and the Securities shall each bear interest at the rate of 10 1/89 1/4% per annum, annum from March 1, 2003 the Closing Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided forpaid, as the case may be, payable semi-annually on March 1 April 15, 1998 and September 1semiannually thereafter on October 15, commencing September 1and April 15, 2003in each year, until the principal thereof is paid or made available for payment; providedduly provided for. The principal of, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestpremium, if any, shall be paid in cash in arrears semi-annually on March 1 interest and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interestLiquidated Damages, if any, on such Securities the U.S. Global Security shall be payable to the bearers Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of such Securities. Holders of such the U.S. Global Securities must surrender such Securities to the Trustee to collect principal paymentsSecurity represented thereby. The principal of and of, premium, if any, interest and interest Liquidated Damages, if any, on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency of the Company maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of Company interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have At the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option election of the Issuer 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFour.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof25,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001405. The Securities shall be known and designated as the "10 1/84.5% Senior Discount Convertible Secured Notes due 20082003" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1November 13, 2008. The Securities 2003 and they shall bear interest at the rate of 10 1/84.5% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 May 13 and September 1November 13 commencing May 13, commencing September 1, 20031999, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable in same day funds at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 1002; providedPROVIDED, howeverHOWEVER, that at the option of the Issuer Company payment of interest to Holders may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterRegister or by transfer to a dollar account maintained by the Holder at a bank in New York, New York. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided transfer restrictions set forth in Sections 10.13 and 10.17 of the IndentureSection 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have be subordinated in right of payment to Senior Indebtedness, except with respect to the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at Collateral as provided in the option of the Issuer Security and Pledge Agreement, as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be convertible as set forth provided in Article IV of this IndentureThirteen. A copy of an appropriate record of such action The Securities shall be certified by subject to repurchase at the Secretary or any Assistant Secretary option of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such SecuritiesHolder as provided in Article Fourteen. Unless the context otherwise requires, the Original Securities and the Exchange The Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchasebe secured as provided in Article Fifteen.

Title and Terms. The aggregate principal amount at maturity of Securities which that may be authenticated and delivered under this Indenture is limited to $328,084,000 issued unlimited. The Trustee shall authenticate Securities on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or Issue Date in exchange for, or in lieu of, other Securities pursuant an aggregate principal amount not to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 exceed $250,000,000 (all Securities referred to in this exception being deemed "Substitute “Original Securities"”). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board ResolutionIn addition, subject to the provisions of Section 3.03102, included in an Officers' Certificate delivered the Trustee shall authenticate additional Securities (“Additional Securities”) upon receipt of a Company Order specifying the amount of Securities to be authenticated and the date on which such Securities are to be authenticated and certifying that all conditions precedent to the Trustee, in authorized denominations in exchange for issuance of the Additional Securities contained herein have been complied with and that no default or Event of Default would occur as a like principal amount at maturity result of Original the issuance of such Additional Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the The aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000the Additional Securities, if any, is unlimited. The Securities shall be known and designated as the "10 1/8“6.75% Senior Discount Notes due 2008" Due 2019” of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1December 2, 2008. The Securities 2019 and they shall bear interest at the rate of 10 1/86.75% per annum, from March 1November 24, 2003 2009 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on March 1 June 2 and September 1December 2 commencing December 2, commencing September 1, 20032010, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust Corporate Trust Office (which initially shall be the office of the Trustee in the Borough of Manhattanlocated at Xxxxx Fargo Bank, the City of New YorkNational Association, New York000 Xxxxxxxxx Xxxxxx, maintained for such purpose and at any other office or agency maintained by the Issuer for such purposeXxxxxxxxxxx, XX 00000; provided, however, that at the option of the Issuer Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities Additional Securities, if any, shall constitute one series for all purposes under the this Indenture, including including, without limitation, amendments, waiverswaivers and redemptions. The Additional Securities may have a different date of issue or initial Interest Payment Date from the Original Securities and may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Original Securities, redemptions and Offers may have the same or a different CUSIP number as the Original Securities (including if certain of the Securities have a restricted CUSIP number and other Securities have an unrestricted CUSIP number after issuance of the Original Securities hereby to Purchaseallow certain of such Securities to become freely tradeable under the Securities Act or to otherwise comply with U.S. securities laws). The Securities shall be guaranteed by any Guarantors as provided in Article Thirteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof150,000,000 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 3.04303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1013, 1015 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001108. The Securities shall be known and designated as the "10 1/89 3/8% Senior Discount Subordinated Notes due 20082007" of the IssuerCompany. The Stated Maturity of the Securities shall be March 1, 2008. The 2007, and the Securities shall each bear interest at the rate of 10 1/89 3/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from March 14, 2003 1997, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually on March 1 and September 1, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually semiannually on March 1 and September 1 in each year, and commencing September 1, 1997, until the amount of accrued Special principal thereof is paid or duly provided for. Interest shall be determined on any overdue principal, interest (to the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interestextent lawful) or premium, if any, shall be payable on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsdemand. The principal of and of, premium, if any, and interest on on, the Securities shall be payable and the Securities will be exchangeable and transferable at the corporate trust an office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New York, York maintained for such purpose and at any other office or agency maintained by purposes (which initially will be the Issuer for such purposeCorporate Trust Office of the Trustee); provided, however, that at the option of the Issuer payment of interest may be made at the option of the Company by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 Section 1013. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of the Indenturea Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Securities shall not have Indebtedness evidenced by the benefit of any sinking fund obligations. The Securities shall be subject subordinated in right of payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article TwelveThirteen. The At the election of the Company, the entire Indebtedness on the Securities are guaranteed by or certain of the Guarantor Company's obligations and covenants and certain Events of Default thereunder may be defeased as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFour.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture for original issue is limited to $328,084,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")100,000,000. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding at any one time may not exceed $328,084,000such amount except as provided in Section 3.6 hereof. The Initial Securities shall be known and designated as the "10 1/81/2% Senior Discount Notes due 2008Due 2007" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March July 1, 2008. The Securities 2007, and they shall bear interest at the rate of 10 1/81/2% per annumannum from the Issue Date, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in cash in arrears on March January 1 and September July 1 in each year, commencing January 1, commencing September 11998, 2003and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Dateduly provided for. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal Principal of and premium, if any, interest and interest Liquidated Damages, if any, on the Securities shall be payable (i) in same-day funds on or prior to the payment dates with respect to those amounts in the case of Securities held of record by the Depository and (ii) at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose in the case of Securities held of record by Holders other than the Depository. The Company may, at its option, pay interest and at any Liquidated Damages, if any, on Securities held of record by Holders other office or agency maintained by than the Issuer for such purpose; provided, however, that at the option of the Issuer payment of interest may be made Depository by check mailed to the address addresses of the Person Persons entitled thereto as such address shall they appear in the Security Register. The Securities shall be subject to repurchase by Register on the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the IndentureRegular Record Date for that interest. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligationsXI hereof. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXII hereof.

Title and Terms. (a) The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 200,000,000 issued on the date hereofhereof and any Additional Securities that may be issued from time to time pursuant to Section 3.12, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities (including, if applicable, Additional Securities). Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Securities shall be known and designated as the "10 9 1/8% Senior Discount Notes due 2008" of the Issuer. The Stated Maturity of the Securities shall be March 1, 2008. The Securities shall bear interest at the rate of 10 9 1/8% per annum, from March 1February 27, 2003 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 and September 1, commencing September 1, 20031998, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/811% Senior Discount Notes due 2008" of and the Issuer. The Stated Maturity of the Exchange Securities shall be March 1known and designated as the "11% Series B Senior Notes due 2008." Their Stated Maturity shall be May 15, 2008. The Securities , and they shall bear interest at the rate of 10 1/811% per annumannum from May 20, from March 11998, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on March 1 May 38 27 15 and September 1November 15 in each year, commencing September 1November 15, 20031998, until the principal thereof is paid or made available for payment; providedduly provided for, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding Person in whose name the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and Security (or any predecessor Security) is registered at the amount close of accrued Special Interest shall be determined business on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on May 1 or November 1 next preceding such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsInterest Payment Date. The principal of (and premium, if any), and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the corporate trust office or agency of the Company in The City of New York maintained for such purposes, (which initially shall be the office of the Trustee in the Borough of Manhattanlocated at One Xxxxx Xxxxxx, the City of New YorkXxx Xxxx, New YorkXX 00000) xx, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. The ; provided that all payments with respect to the U.S. Global Securities, as well as Physical 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, shall be subject required to repurchase be made by wire transfer of immediately available funds to the accounts specified by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 Holders thereof. Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $328,084,000 issued on the date hereof1,000,000,000 principal amount. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section Sections 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,00010.14. The Securities shall be known and designated as the "10 1/8“4.625% Senior Discount Secured Notes due 2008" 2023” of the IssuerCompany. The Their Stated Maturity for payment of principal shall be July 15, 2023. Interest on the Securities shall be March 1, 2008. The Securities shall bear interest accrue at the rate of 10 1/84.625% per annumannum and shall be payable semiannually in arrears on each January 15 and July 15, from March commencing July 15, 2015 to the Holders of record of Securities at the close of business on January 1 and July 1, 2003 or respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent Interest Payment Date thereafter date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 and September 1, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securitiesor, if there no interest has been a Registration Defaultpaid, a Step-Up will occur and from March 26, 2015. Interest on the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined computed on the basis of the number a 360-day year comprised of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentstwelve 30-day months. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office Corporate Trust Office of the Trustee in the Borough of Manhattan, the The City of New York, New York, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Issuer Company for such purpose; provided, however, that that, at the option of the Issuer Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have XI and in the benefit of any sinking fund obligationsSecurities. The Securities shall be subject to defeasance at the option of the Issuer satisfaction and discharge as provided in Article Twelve. The Securities are guaranteed by the Guarantor IV and to Legal Defeasance and/or Covenant Defeasance as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXII.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 86,250,000 (including $11,250,000 aggregate principal amount of Securities that may be sold to the date hereofInitial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001405. The Securities shall be known and designated as the "10 1/87% Senior Discount Notes Convertible Subordinated Debentures due 20082004" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1October 15, 2008. The Securities 2004 and they shall bear interest at the rate of 10 1/87% per annum, from March 1, 2003 the date of initial issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 April 15 and September 1October 15, commencing September 1April 15, 20031998, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 1002; provided, however, that at the option of the Issuer Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04Xxxxxxx 000, 3.05000, 3.06000, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise000, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000000 xx 0000. The Securities shall be known and designated as the "10 1/86 3/4% Senior Discount Notes due 2008" of the Issuer. The Their Stated Maturity of the Securities shall be March 1May 15, 2008. The Securities 2008 and they shall bear interest at the rate of 10 1/86 3/4% per annum, from March 1May 11, 2003 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-semi- annually on March 1 May 15 and September 1November 15, commencing September 1November 15, 20031998, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of (and premium, if any, ) and interest inter est on the Securities shall be payable at the corporate trust office or agency of the Trustee Issuer in the Borough of Manhattan, the The City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, -------- however, that at the option of the Issuer payment of interest may be made by ------- check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject ; provided, further, that all payments of the -------- ------- principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to repurchase by the Issuer pursuant or its agent at least 10 Business Days prior to an Offer the applicable payment date, will be required to Purchase as provided be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in Sections 10.13 and 10.17 such instructions. Notwithstanding the foregoing, payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures of the IndentureDepositary. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed shall be Guaranteed by the Guarantor as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseThirteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 63,250,000 (including $8,250,000 aggregate principal amount of Securities that may be sold to the date hereofInitial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 9.06, 11.08, 13.02 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,00014.05. The Securities shall be known and designated as the "10 1/87 1/4% Senior Discount Convertible Subordinated Notes due 20082004" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1April 15, 2008. The Securities 2004 and they shall bear interest at the rate of 10 1/87 1/4% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 April 15 and September 1October 15 commencing October 15, commencing September 1, 20031997, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 10.02; providedPROVIDED, howeverHOWEVER, that at the option of the Issuer Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided transfer restrictions set forth in Sections 10.13 and 10.17 of the IndentureSection 3.05. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be convertible as set forth provided in Article IV of this IndentureThirteen. A copy of an appropriate record of such action The Securities shall be certified by subject to repurchase at the Secretary or any Assistant Secretary option of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseHolder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount at maturity of the Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof, Euro 300,300,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.043.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")11.6. The Note Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, Resolution included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Initial Securities. Upon any such exchange the Original Initial Securities shall be canceled cancelled in accordance with Section 3.09 3.9 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Initial Securities and Exchange Securities Outstanding exceed $328,084,000Euro 300,300,000, except in accordance with Section 3.6. The Securities shall be known and designated as the "10 1/87 3/8% Senior Discount Subordinated Notes due 2008June 15, 2011" of the Note Issuer. The Their Stated Maturity of shall be June 15, 2011, at which time the Securities shall be March 1will become due and payable together with any accrued and unpaid interest thereon (including Additional Sums and Additional Amounts, 2008. The Securities if any) and they shall bear interest at the rate of 10 1/87 3/8% per annum, from March 1the Issue Date, 2003 or payable quarterly in arrears on each Interest Payment Date, to the Persons in whose name the Securities are registered at the close of business on the Regular Record Date. Interest on the Securities will accrue from the most recent Interest Payment Date thereafter to date on which interest has been paid or duly provided foror, if no interest has been paid, from the Issue Date. Interest in arrears for more than one quarter (and interest thereon) will accrue interest (compounded quarterly) at the same rate. Payments on the Securities issued as a Global Security shall be made in immediately available funds to the case may beDepositary. In the event that Securities are issued in certificated form, payable semi-annually on March 1 and September 1, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of (and premium, if any, ) and interest (including Additional Sums and Additional Amounts, if any) on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Note Issuer for such purposepursuant to Section 10.2; provided, however, that at unless the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase are held by the Issuer pursuant to an Offer to Purchase Trust or any permissible successor entity as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.Declaration in

Title and Terms. The Securities shall be issued in exchange for the outstanding Preferred Shares in accordance with the terms thereof. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on an amount not to exceed the date hereofaggregate liquidation preference of the outstanding Preferred Shares at the Issue Date, except for Securities authenticated and delivered as Secondary Securities pursuant to the fourth paragraph of this Section and Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906 or 11.08 1108 or in connection with an Offer to Purchase pursuant to Section 10.13 1013 or 10.17 (all 1016. If prior to the Issue Date the Company has not exchanged the Preferred Shares initially issued for Preferred Shares registered under the Securities referred Act pursuant to in this exception being deemed "Substitute Securities"). The Issuer the Exchange Offer, the Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled cancelled in accordance with Section 3.09 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000an amount not to exceed the sum of the aggregate liquidation preference of the outstanding Preferred Shares at the Issue Date plus the aggregate principal amount of Secondary Securities issued in accordance herewith. The Securities shall be known and designated as the "10 1/814% Senior Discount Subordinated Notes due 20082009" of the IssuerCompany. The Stated Maturity of the Securities shall be March February 1, 20082009. The Securities shall bear interest at the rate of 10 1/814% per annum, from March 1, 2003 the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March February 1 and September August 1, commencing September 1, 2003, the first such date after the Issue Date until the principal thereof is paid or made available for payment; provided. In addition, however, with respect to Original Securities, if there has been a in the event of any Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding will accrue and be payable on the Step-Down DateSecurities upon the terms of, and in the manner provided by, the Exchange and Registration Rights Agreement, the terms of which are hereby incorporated by reference and made a part hereof. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March February 1 and September August 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsedelapsed and computed as provided in Section 310. With respect to Global Securities, In the Issuer will pay interestcase of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such Securities overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 1% per annum (to the bearers extent that the payment of such Securities. Holders interest shall be legally enforceable), and shall accrue from the date of such Global Securities must surrender demand for payment to the date payment of such Securities interest has been made or duly provided for, and such interest on unpaid interest shall also be payable on demand. On each Interest Payment Date occurring on or prior to February 1, 2002, the Company may, at its option, in lieu of the payment in cash of any portion of interest due and payable on such Interest Payment Date, by giving notice to the Trustee not less than 10 nor more than 30 days prior to collect the Regular Record Date for such Interest Payment Date, execute, and deliver to the Trustee for authentication, together with a Company Order given not less than 10 nor more than 30 days prior to such Interest Payment Date for the authentication and delivery of additional Securities dated such Interest Payment Date in an aggregate principal paymentsamount equal to such portion of interest; and the Trustee in accordance with such Company Order shall authenticate and deliver to the Holders of record on such Regular Record Date such additional Securities requested in such Company Order (such duly executed and authenticated additional Securities being of the same series as the Securities and referred to herein as "Secondary Securities"), and the due issuance of such Secondary Securities shall constitute full payment of such portion of interest; provided, however, that interest shall not so be payable in whole or part in Secondary Securities in lieu of cash from and after the date of any deposit of money pursuant to Section 401 or the defeasance or covenant defeasance of the Securities pursuant to Article Twelve. The Company shall pay interest on each Secondary Security from the Interest Payment Date to which its issuance relates. Each issuance of Secondary Securities in lieu of the payment in cash of all or any portion of interest on the Securities shall be made pro rata with respect to the Outstanding Securities. All Secondary Securities shall be issued in the same series as the Securities originally issued pursuant to the Indenture, and all Holders of Secondary Securities shall be treated as Holders of Securities for any and all purposes of any Act of Holders or of other action of Holders or otherwise pursuant to this Indenture except as may otherwise be required by law. Any such Secondary Securities shall be governed by the Indenture and the terms of each such Secondary Security shall be identical to the terms of this Security except with respect to, as the case may be, the designation of such Secondary Security (which may (but need not) indicate the Interest Payment Date of its original issuance), its aggregate principal amount, its CUSIP number or other required identifications, any required legends (including with respect to taxation) and the date from which interest accrues and except as may otherwise be required by law. Notwithstanding the foregoing, Secondary Securities may be issued on any given Interest Payment Date in separate series if such is required pursuant to a change in law after the Issue Date, and, in such event, the Holders of Secondary Securities shall continue to be treated in all respects as Holders of Securities for all purposes of this Indenture (including with respect to any Act of Holders or any other action of Holders or otherwise pursuant to this Indenture) except as required by such change in law. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the The City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer Company for such purpose; provided, however, that at the option of the Issuer Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer Company pursuant to an Offer to Purchase as provided in Sections 10.13 1013 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven1016. The Securities shall not have the benefit of any sinking fund obligations. Unless provided pursuant to clause (8) of Section 901 following a Covenant Amendment, the Securities shall not be redeemable at the option of the Company. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be subordinated in right of payment to Senior Debt as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such SecuritiesThirteen. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the this Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof1,000,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04303, 3.05304, 3.06305, 9.06 306 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")906. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/87 5/8% Senior Discount Notes due 20082011" and the Exchange Securities shall be known and designated as the "7 5/8% Series B Senior Notes due 2011" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March April 1, 2008. The Securities 2011, and they shall bear interest at the rate of 10 1/87 5/8% per annumannum (except as otherwise provided for in the form of Security) from the Security Issue Date, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided forfor on a given Security or a Security surrendered in exchange for such Security, as the case may be, payable semi-annually on March October 1, 2001 and semiannually thereafter on April 1 and September 1, commencing September 1, 2003October 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for. The initial Interest Payment Date for payment; providedany Security other than the Initial Securities shall be the first October 1 or April 1 occurring after the Security Issue Date for such Security. The initial Interest Payment Date for each Initial Security shall be October 1, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur 2001. The Initial Securities and the Original Exchange Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsrank pari passu. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for or at such purpose and at any other office or agency of the Company as may be maintained by the Issuer for such purpose; provided, however, that that, at the option of the Issuer payment of Company, cash interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be are not subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance redemption at the option of the Issuer Company. At the election of the Company, the entire indebtedness represented by the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall will be certified by the Secretary or any Assistant Secretary senior unsecured obligations of the Issuer Company and delivered to the Trustee at or prior to the delivery will rank pari passu in right of payment with all existing and future unsubordinated indebtedness of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such SecuritiesCompany. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.44 36

Title and Terms. There is hereby created under the Indenture a series of Securities known and designated as the "5 1/2% Exchangeable Notes Due August 2, 2004" of the Company. The aggregate principal amount at maturity of Securities which DECS that may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof330,348,375 million, except for Securities DECS authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities DECS pursuant to Section 3.04305, 3.05306, 3.06307, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 904 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Securities shall be known and designated as the "10 1/8% Senior Discount Notes due 2008" 1103 of the IssuerIndenture. The Stated Maturity for payment of principal of the Securities DECS shall be March 1August 2, 2008. The Securities 2004 and the DECS shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at the rate of 10 1/85 1/2% of the principal amount per annum, from March 1, 2003 the date of original issuance or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as until the case may beprincipal amount thereof is exchanged at maturity pursuant to the terms of the DECS. Interest on the DECS shall be payable quarterly in arrears on February 1, payable semi-annually on March May 1, August 1 and September November 1 of each year, commencing November 1, commencing September 11999 (each, 2003an "Interest Payment Date"), to the persons in whose names the DECS (or any predecessor securities) are registered at the close of business on the January 15, April 15, July 15 and October 15 immediately preceding such Interest Payment Date, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and payment provided that interest on the Securities payable at Maturity shall be payable at to the corporate trust office of person to whom the Trustee Devon Common Stock is deliverable. The DECS shall be initially issued in the Borough form of Manhattana Global Security and the Depositary for the DECS shall be the Depository Trust Company, the City of New York, New York, maintained for such purpose . The DECS shall not be redeemable prior to their Stated Maturity and at shall not be subject to any other office or agency maintained by sinking fund. The DECS are not subject to payment prior to the Issuer for such purpose; provided, however, that date of Maturity at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterHolder. The Securities DECS shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase mandatorily exchangeable as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseSection 2.02.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 307, 308, 906, 1015, 1016 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1108. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/89-7/8% Senior Discount Subordinated Notes due 20082006" of the IssuerCompany. The Exchange Securities shall be known and designated as the "9-7/8% Series B Senior Subordinated Notes due 2006" of the Company. The Stated Maturity of the Initial Securities and the Exchange Securities shall be March February 1, 2008. The Securities 2006, and, except as otherwise set forth herein, they shall bear interest at the rate of 10 1/89-7/8% per annumannum from January 24, from March 11996, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March February 1 and September 1, commencing September 1, 2003August 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsduly provided for. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for or at such purpose and at any other office or agency of the Company as may be maintained by the Issuer for such purpose; provided, however, that that, at -------- ------- the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseThirteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture for original issue is limited to $328,084,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")85,000,000. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding at any one time may not exceed $328,084,000such amount except as provided in Section 3.6 hereof. The Initial Securities shall be known and designated as the "10 1/812 1/4% Series A Senior Discount Notes due 2008Due 2003" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1December 15, 2008. The Securities 2003, and they shall bear interest at the rate of 10 1/812 1/4% per annumannum from the Issue Date, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in cash in arrears on March 1 June 15 and September 1December 15 in each year, commencing September 1June 15, 20031997, and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsduly provided for. The principal of (and premium, if any, on) and interest and Liquidated Damages, if any, on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid on Physical Securities on or before the due date (i) by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The , or (ii) with respect to any Holder owning Securities shall be subject to repurchase in the principal amount of $500,000 or more, by the Issuer pursuant wire transfer to an Offer account maintained by such Holder located in the United States, as specified in a written notice to Purchase as provided in Sections 10.13 the Trustee by any such Holder requesting payment by wire transfer and 10.17 of specifying the Indentureaccount to which transfer is requested. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligationsXI hereof. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXII hereof.

Title and Terms. The aggregate principal amount at maturity of Securities Debentures which may be authenticated and delivered under this Indenture is limited to (a) $328,084,000 issued on 60,000,000 plus (b) such aggregate principal amount (which may not exceed $9,000,000 principal amount) of Debentures as shall be purchased by the date hereofunderwriters pursuant to the overallotment option provided in the Underwriting Agreement dated as of October [ ], 1997, between the Company and Unterberg Harris and Xxxxxx Xxxxxxxxxx Xxxxx Inc., as representatives of the underwriters, except for Securities Debentures authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Section 3.04, 3.05, 3.06, 9.06 9.06, 11.08, 12.02 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"14.02(c). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Securities Debentures shall be known and designated as the "10 1/8[ ]% Senior Discount Notes due 2008Convertible Subordinated Debentures Due 2004" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1October 15, 2008. The Securities 2004, and they shall bear interest at the rate of 10 1/8[ ]% per annum, from March 1October [ ], 2003 1997, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on March 1 April 15 and September 1October 15, commencing September 1April 15, 20031998, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of (and premium, if any, ) and interest on the Securities Debentures shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough City of Manhattan, Philadelphia or the City of New York, New York, maintained for such purpose York and at any other office or agency maintained by the Issuer Company for such purpose, in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Debenture Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities Debentures shall be redeemable as provided in Article ElevenXI. The Securities shall not have the benefit of any sinking fund obligations. The Securities Debentures shall be subject to defeasance at the option convertible into Common Stock of the Issuer Company as provided in Article TwelveXII. The Securities are guaranteed by the Guarantor Debentures shall be subordinated in right of payment to Senior Indebtedness as set forth provided in Article IV XIII. The Debentures shall become subject to a Holder's right of this Indenture. A copy repurchase in the event of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchasea Change in Control as provided in Article XIV.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof300,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04Section304, 3.05305, 3.06306, 9.06 906, 1010, 1018 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1108. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/87.25% Senior Discount Notes due Due 2008" of and the IssuerExchange Securities shall be known as the "7.25% SeriesB Senior Notes". The final Stated Maturity of the Securities shall be March November 1, 2008. The Interest on the Securities shall bear interest will accrue at the a rate of 10 1/87.25% per annumannum accruing from November 27, from March 1, 2003 1998 or from the most recent Interest Payment Date thereafter to which cash interest has been paid or duly provided for, as the case may be, and will be payable semi-annually semiannually in arrears on March May 1 and September 1, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March November 1 and September 1 in of each year, and commencing May 1, 1999, to the amount Holders of accrued Special record on the immediately preceding Regular Record Date. Interest shall will be determined computed on the basis of the number a 360-day year comprised of days actually elapsedtwelve 30-day months. With respect to Global SecuritiesPrincipal of, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall will be payable payable, and the Securities may be exchanged or transferred, at the corporate trust office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New Yorkwhich, maintained for such purpose and at any other office or agency maintained unless otherwise provided by the Issuer for such purpose; providedCompany, however, that at will be the offices of the Trustee. At the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The interest rate on the Securities shall be is subject to repurchase increase by the Issuer pursuant addition of Liquidated Interest and otherwise, all as set forth or referred to an Offer to Purchase as provided in Sections 10.13 and 10.17 the text of the IndentureSecurities appearing in ExhibitA hereto. NYDOCS01/571795 3 The Securities shall be redeemable as provided in Article ElevenArticleEleven. The Securities shall not have At the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option election of the Issuer 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 Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall will be certified by the Secretary or any Assistant Secretary senior unsecured obligations of the Issuer Company, ranking pari passu in right of payment with all existing and delivered to the Trustee at or prior to the delivery future senior unsecured Debt of the Officers' Certificate or Company, and will be senior in right of payment to all existing and future Subordinated Debt of the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseCompany.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 69,000,000 (including $9,000,000 aggregate principal amount of Securities that may be sold to the date hereofInitial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001405. The Securities shall be known and designated as the "10 1/86 1/2% Senior Discount Notes Convertible Subordinated Debentures due 20082002" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1December 15, 2008. The Securities 2002 and they shall bear interest at the rate of 10 1/86 1/2% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 June 15 and September 1December 15, commencing September 1June 15, 20031996, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective Interest Payment Dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 1002; providedPROVIDED, howeverHOWEVER, that at the option of the Issuer Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided transfer restrictions set forth in Sections 10.13 and 10.17 of the IndentureSection 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be convertible as set forth provided in Article IV of this IndentureThirteen. A copy of an appropriate record of such action The Securities shall be certified by subject to repurchase at the Secretary or any Assistant Secretary option of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseHolder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 200,000,000 in principal amount of Securities plus any Exchange Notes which may be issued on the date hereofupon consummation of an Exchange Offer, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1009, 1014 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001108 hereof. The Securities shall be known and designated as the "10 1/89 1/4% Senior Discount Secured Notes due 20082007" of the IssuerCompany. The Stated Maturity of the principal amount of the Securities shall be March 1June 15, 2008. The 2007, and the Securities shall each bear interest at the rate of 10 1/89 1/4% per annum, from March 1, 2003 the Closing Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided forpaid, as the case may be, payable semi-annually on March 1 December 15, 1997 and September 1semiannually thereafter on June 15, commencing September 1and December 15, 2003in each year, until the principal thereof is paid or made available for payment; providedduly provided for. The principal of, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestpremium, if any, shall be paid in cash in arrears semi-annually on March 1 interest and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interestLiquidated Damages, if any, on such Securities the U.S. Global Security shall be payable to the bearers Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of such Securities. Holders of such the U.S. Global Securities must surrender such Securities to the Trustee to collect principal paymentsSecurity represented thereby. The principal of and of, premium, if any, interest and interest Liquidated Damages, if any, on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency of the Company maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of Company interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The At the election of the Company, the entire Indebtedness on the Securities shall not have or certain of the benefit Company's obligations and covenants and certain Events of any sinking fund obligationsDefault thereunder may be defeased as provided in Article Four. The Securities shall be subject to defeasance at the option issuable only in fully registered form without coupons and only in denominations of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or $1,000 and any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchaseintegral multiple thereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on unlimited. Concurrently with the date hereofexecution and delivery of this Indenture, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Initial Securities to be authenticated and delivered under this Indenture is $300,000,000. Additional Securities, which may be Initial Securities or Exchange Securities Outstanding exceed $328,084,000(“Additional Securities”), may be authenticated and delivered under this Indenture at any time from time to time, and such Securities will have the same terms and conditions as, and be treated as a single class (for all purposes under this Indenture) with, all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the "10 1/8“4.500% Senior Discount Notes due 2008" of Due 2009” and the Issuer. Exchange Securities shall be known and designated as the “4.500% Senior Notes Due 2009, Series B.” The Stated Maturity of the Securities shall be March 1December 15, 2008. The 2009 and the Securities shall bear interest at the rate of 10 1/84.500% per annumannum from their date of original issue, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in arrears on March 1 June 15 and September 1December 15 in each year, commencing September 1, 2003on the date set forth in the definitive form of such Securities, until the principal thereof is paid or made available for payment; providedduly provided for, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding Person in whose name the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and Security (or any Predecessor Security) is registered at the amount close of accrued Special Interest shall be determined business on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on June 1 or December 1 next preceding such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsInterest Payment Date. The principal of and premium, if any, and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the corporate trust 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 in located at SunTrust Bank, c/o SunTrust Xxxxxxxx Xxxxxxxx Capital Markets, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxx, and the Borough office of Manhattanthe Luxembourg Paying Agent located at Banque Générale du Luxembourg S.A., the City of New York00 Xxxxxx X.X. Xxxxxxx, New YorkL-2951 Luxembourg) or, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. The ; provided that all payments with respect to Securities shall be subject the Holders of which have given wire transfer instructions to repurchase the Trustee (or other Paying Agent) by the Issuer pursuant Regular Record Date for such payment, will be required to an Offer be made by wire transfer of immediately available funds to Purchase as provided in Sections 10.13 and 10.17 the accounts specified by the Holders thereof). Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXI.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $328,084,000 issued on the date hereof750,000,000 principal amount. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section Sections 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,00010.14. The Securities shall be known and designated as the "10 1/8“5.875% Senior Discount Notes due 2008" 2026” of the IssuerCompany. The Their Stated Maturity for payment of principal shall be September 15, 2026. Interest on the Securities shall be March 1, 2008. The Securities shall bear interest accrue at the rate of 10 1/85.875% per annumannum and shall be payable semiannually in arrears on each March 15 and September 15, from March 1commencing September 15, 2003 or from 2016 to the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as Holders of record of Securities at the case may be, payable semi-annually close of business on March 1 and September 1, commencing September 1respectively, 2003immediately preceding such Interest Payment Date. Subject to Section 3.13(3), until interest on the principal thereof is Securities shall accrue from the most recent date to which interest has been paid or made available for payment; provided, however, with respect to Original Securitiesor, if there no interest has been a Registration Defaultpaid, a Step-Up will occur and from May 13, 2016. Interest on the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined computed on the basis of the number a 360-day year comprised of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentstwelve 30-day months. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office Corporate Trust Office of the Trustee in the Borough of Manhattan, the The City of New York, New York, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Issuer Company for such purpose; provided, however, that that, at the option of the Issuer Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have XI and in the benefit of any sinking fund obligationsSecurities. The Securities shall be subject to defeasance at the option of the Issuer satisfaction and discharge as provided in Article Twelve. The Securities are guaranteed by the Guarantor IV and to Legal Defeasance and/or Covenant Defeasance as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXII.

Title and Terms. The An unlimited aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture (of which U.S.$500,000,000 is limited to $328,084,000 issued on being issued, authenticated and delivered the date hereof), except for including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04303, 3.05304, 3.06305, 9.06 306, 516, 908, 1015, 1108 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")1111. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Initial Securities shall be known and designated as the "10 1/8“9.625% Senior Discount (Secured) Notes due 2008" 2011” and the Exchange Securities shall be known and designated as the “9.625% Exchange Senior (Secured) Notes due 2011”, in each case, of the IssuerCompany. The Stated Maturity of the Securities shall be March May 1, 2008. The Securities 2011 and they shall bear interest at the rate of 10 1/89.625% per annumannum from May 2, from March 12001, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may bepayable on November 1, payable 2001 and semi-annually thereafter on March May 1 and September 1, commencing September 1, 2003November 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsduly provided for. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, the The City of New York, New York, maintained for or at such purpose and at any other office or agency of the Company as may be maintained by the Issuer for such purpose; provided, however, that that, at the option of the Issuer payment of Company, interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall not be consolidated with and form a single series with the Securities initially issued and shall have the benefit of any sinking fund obligations. The same terms as to status, redemption or otherwise as the Securities originally issued, provided that the Company’s ability to issue Additional Securities shall be subject to defeasance at the option Company’s compliance with Sections 1007 and 1008. Any Additional Securities shall be issued with the benefit of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of an indenture supplemental to this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount at maturity of Securities Bonds which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof, 10,000,000 (except for Securities such additional principal amounts, not to exceed $1,500,000, of Bonds issued pursuant to an option granted to the Underwriters in the initial public offering of the Bonds) except for Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities Bonds pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 905 and 1108 hereof. Forthwith upon the execution and delivery of this Indenture, or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwisethereafter, in each case pursuant Bonds up to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate maximum aggregate principal amount of $11,500,000 may be executed by the Company and delivered to the TrusteeTrustee for authentication, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer thereupon be deemed Outstanding for authenticated and delivered by the Trustee upon Company Order, without any purpose. In no event shall further action by the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000Company. The Securities Bonds shall be known and designated as the "10 1/810% Senior Discount Notes due 2008Convertible Adjustable Secured Bonds, Due 2000" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1_____________ , 2008. The Securities 2000 and they shall bear interest at the rate per annum specified in the title of 10 1/8% per annumthe Bonds, from March 1the Initial Interest Accrual Date, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March January 1 and September July 1 in each year, commencing January 1, commencing September 1, 20031996, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of (and premium, if any, ) and interest on the Securities Bonds shall be payable at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and ("Place of Payment"), which may be at any the Principal Corporate Trust Office of the Trustee, or at such other office or agency maintained location designated by the Issuer for such purpose; provided, however, that at the option of the Issuer payment of interest may be made by check mailed Company and maintained pursuant to the address of the Person entitled thereto as such address shall appear in the Security RegisterSection 1002. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities Bonds shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities Bonds shall be subject subordinated in right of payment to defeasance at the option Senior Indebtedness of the Issuer Company as provided in Article Twelve. The Securities are guaranteed Bonds shall be convertible as provided in Article Thirteen. The Bonds shall be secured by the Guarantor Collateral Stock as set forth provided in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseFourteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture for original issue is limited to $328,084,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities")115,000,000. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding at any one time may not exceed $328,084,000such amount except as provided in Section 3.6 hereof. The Securities shall be known and designated as the "10 1/88 1/4% Senior Discount Notes due 2008" of the IssuerIssuers. The Securities shall be a joint and several obligation of the Company and Finance Corp. Their Stated Maturity of the Securities shall be March 1, 2008. The Securities , and they shall bear interest at the rate of 10 1/88 1/4% per annumannum from the Issue Date, from March 1, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 and September 1, commencing September 1, 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid semiannually in cash in arrears semi-annually on March 1 and September 1 in each year, commencing September 1, 1998, and at such Stated Maturity, until the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsedprincipal thereof is paid or duly provided for. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal Principal of and premium, if any, interest and interest Liquidated Damages, if any, on the Securities shall be payable (i) in same-day funds on or prior to the payment dates with respect to those amounts in the case of Securities held of record by the Depository and (ii) at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose in the case of Securities held of record by Holders other than the Depository. The Issuers may, at their option, pay interest and at any Liquidated Damages, if any, on Securities held of record by Holders other office or agency maintained by than the Issuer for such purpose; provided, however, that at the option of the Issuer payment of interest may be made Depository by check mailed to the address addresses of the Person Persons entitled thereto as such address shall they appear in the Security Register. The Securities shall be subject Register on the Regular Record Date for that interest or by wire transfer to repurchase an account maintained by the Issuer pursuant Holder located in the United States, as specified in a written notice to an Offer the Trustee by any such Holder requesting payment by wire transfer and specifying the account to Purchase as provided in Sections 10.13 and 10.17 of the Indenturewhich transfer is requested. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligationsXI hereof. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXII hereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 115,000,000 (including $15,000,000 aggregate principal amount of Securities that may be sold to the date hereofInitial Purchaser by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.043.4, 3.053.5, 3.063.6, 9.06 9.6, 11.8, 13.2 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,00014.5. The Securities shall be known and designated as the "10 1/85 1/4% Senior Discount Convertible Subordinated Notes due 20082002" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1September 15, 2008. The Securities 2002 and they shall bear interest at the rate of 10 1/85 1/4% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 15 and September 115, commencing September 1March 15, 20031998, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the corporate trust Corporate Trust Office at the Trustee or at such other office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 10.2; provided, however, that that, at the option of the Issuer Company, payment -------- ------- of interest to Holders of record other than the Depositary or its nominee may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided transfer restrictions set forth in Sections 10.13 and 10.17 of the IndentureSection 3.5. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be convertible as set forth provided in Article IV of this IndentureThirteen. A copy of an appropriate record of such action The Securities shall be certified by subject to repurchase at the Secretary or any Assistant Secretary option of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseHolder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to (a) $328,084,000 issued on 100,000,000 plus (b) such aggregate principal amount (which may not exceed $15,000,000 principal amount) of Securities as shall be purchased by the date hereofUnderwriters pursuant to the Underwriting Agreement, dated August __, 1997, among the Company, Raymxxx Xxxex & Xssociates, Inc. and Forum Capital Markets, L.P., as underwriters, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"1403(e). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Securities shall be known and designated as the "10 1/8___% Senior Discount Convertible Subordinated Notes due 2008Due August 1, 2004" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March August 1, 2008. The Securities 2004, and they shall bear interest at the rate of 10 1/8___% per annumannum from August __, from March 1, 2003 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March February 1 and September August 1 in each year, commencing February 1, commencing September 1, 20031998, until the principal thereof is paid or made available for payment; provided, howeverand, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers fullest extent permitted by law, at the rate of such Securities. Holders ___% per annum on any overdue principal and on any overdue installment of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsinterest. The principal of and (premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 1002; provided, however, provided that at the option of the Issuer Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall are not have entitled to the benefit of any sinking fund obligationsfund. The Securities shall be subject subordinated in right of payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be convertible as set forth provided in Article IV of this IndentureThirteen. A copy of an appropriate record of such action The Securities shall be certified by subject to repurchase at the Secretary or any Assistant Secretary option of the Issuer and delivered to the Trustee at or prior to the delivery Holders upon a Change of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseControl as provided in Article Fourteen.

Title and Terms. The aggregate principal amount at maturity of Securities which that may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 103,092,800 (or up to $118,556,750 if the date hereofover-allotment option is exercised in accordance with the terms and provisions of the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001302. The Securities shall be known and designated as the "10 1/85 1/2% Senior Discount Notes Convertible Subordinated Debentures due 20082016" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 1December 31, 2008. The Securities 2016, and they shall bear interest at the rate of 10 1/85 1/2% per annum, from March 1December 11, 2003 1996 or from the most recent Interest Payment Date thereafter (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on March 1 31, June 30, September 30 and September 1December 31 (each an "Interest Payment Date") of each year, commencing September 1March 31, 20031997, until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name the Security is registered at 5:00 p.m. (New York City time) on the regular record date for such interest installment, which, so long as the Securities remain solely in book-entry only form, the regular record dates shall be one Business Day prior to the relevant Interest Payment Date; provided, howeverthat if the Securities do not continue to be held solely in book-entry only form, with respect the regular record date for each Interest Payment Date shall be the day 15 calendar days prior to Original Securitiessuch Interest Payment Date; provided, further, that if there has been a Registration Default, a Step-Up will occur and such regular record date does not conform to the Original rules of any securities exchange on which the Securities will from are then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interestlisted, if any, such regular record date shall be paid in cash changed to conform to the rules of such securities exchange (the "Regular Record Date"). To the extent permitted by applicable law, interest will compound quarterly and will accrue at the rate of 5 1/2% per annum on any interest installment in arrears semi-annually on March 1 and September 1 for more than one quarter or during an extension of an interest payment period as set forth in each year, and Section 312 hereof. If at any time while the amount Property Trustee is the Holder of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global any Securities, the Issuer Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay interestas additional interest ("Additional Interest") on the Securities held by the Property Trustee, if anysuch amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, on duties, assessments and governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentstaxes, duties, assessments or governmental charges been imposed. The principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company in the Borough of Manhattan, the City of New York, New York, United States maintained for such purpose and at any other office or agency maintained by the Issuer Company for such purposepurpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject Register or by wire transfer to repurchase an account appropriately designated by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the IndentureHolder entitled thereto. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligationsXI hereof. The Securities shall be subject to defeasance at the option of the Issuer convertible as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseXIII hereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on 143,750,000 (including $18,750,000 aggregate principal amount of Securities that may be sold to the date hereofInitial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,0001405. The Securities shall be known and designated as the "10 1/86% Senior Discount Notes Convertible Subordinated Debentures due 20082001" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March December 1, 2008. The Securities 2001 and they shall bear interest at the rate of 10 1/86% per annum, from March 1, 2003 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March June 1 and September December 1, commencing September June 1, 20031997, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the corporate trust office or agency of the Trustee in the Borough of Manhattan, the City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by the Issuer for such purposepursuant to Section 1002; provided, however, that at the option of -------- ------- the Issuer Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided transfer restrictions set forth in Sections 10.13 and 10.17 of the IndentureSection 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit be subordinated in right of any sinking fund obligations. The Securities shall be subject payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article Twelve. The Securities are guaranteed by the Guarantor shall be convertible as set forth provided in Article IV of this IndentureThirteen. A copy of an appropriate record of such action The Securities shall be certified by subject to repurchase at the Secretary or any Assistant Secretary option of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to PurchaseHolder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to unlimited. The Securities will initially be issued in an aggregate principal amount of $328,084,000 issued on the date hereof400,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04Xxxxxxx 000, 3.05000, 3.06000, 9.06 or 11.08 or 000 xx 0000. The Company may, without the consent of the Holders, create and issue Additional Securities ranking equally with the Securities and otherwise similar in connection all respects so that the Additional Securities shall be consolidated and form a single series with the Securities. The Trustee shall authenticate Additional Securities upon receipt of an Offer to Purchase pursuant Officers' Certificate, subject to Section 10.13 or 10.17 (all 303, specifying the amount of Additional Securities referred to in this exception being deemed "Substitute Securities")be authenticated. The Issuer Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwiseOffer, in each case pursuant to a Board Resolution, subject to Section 3.03303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Securities shall be known and designated as the "10 1/87.80% Senior Discount Notes due 20082011" of the IssuerCompany. The Their Stated Maturity of the Securities shall be March 115, 2008. The Securities 2011, and they shall bear interest at the rate of 10 1/8% per annum, from March 115, 2003 2001, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 1 and September 1, commencing September 1, 2003at a per annum interest rate of 7.80%, until the principal thereof is paid or made available for payment; providedPROVIDED, howeverHOWEVER, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding until the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 15 and September 1 15 in each year, and the amount of accrued Special Interest shall be determined on the basis of a 365-day year and the number of days actually elapsed. With respect to Global SecuritiesIn connection with the cash payment of any Special Interest, the Issuer will pay interestCompany shall notify the Trustee (the "Special Interest Notice") on or before the later to occur of (i) the Regular Record Date preceding such payment of any Special Interest, if anyand (ii) the date on which any such Additional Interest begins to accrue, of the amount of Special Interest to be paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date during the period between the date on which the Special Interest Notice is given and the next Interest Payment Date, the Company shall so notify the Trustee and shall provide the Trustee with the revised amount of Special Interest to be paid by the Company on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal paymentsInterest Payment Date. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the corporate trust office or agency of the Trustee Company in the Borough of Manhattan, the The City of New York, New York, York maintained for such purpose and at any other office or agency maintained by the Issuer Company for such purpose; providedPROVIDED, howeverHOWEVER, that at the option of the Issuer Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The If the Securities are issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on the Securities shall be subject made in immediately available funds to repurchase the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in The City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 Company for such purpose; PROVIDED, HOWEVER, that at the option of the IndentureCompany payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the this Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.