Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108. The Securities shall be known and designated as the "-% Senior Notes due 2008" of the Issuer. Their Stated Maturity shall be -, 2008 and they shall bear interest at the rate of -% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to (a) $150,000,000125,000,000, plus (b) such aggregate principal amount (which may not exceed $18,750,000 principal amount) of Securities as shall be purchased by the Underwriters pursuant to the Underwriting Agreement, dated November __, 1996, among the Company, Xxxxxxx, Xxxxx & Co., Salomon Brothers Inc and ________, as underwriters, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307906, 906 1108, 1302 or 11081403(e). The Securities shall be known and designated as the "-% Senior ___% Convertible Subordinated Notes due 2008Due November ___, 2003" of the IssuerCompany. Their Stated Maturity shall be -November __, 2008 2003, and they shall bear interest at the rate of -% ___% per annum, from -November __, 1998 1996 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on - _______ and -_______ in each year, commencing -_________, 19981997, until the principal thereof is paid or made available for payment, and, to the fullest extent permitted by law, at the rate of ___% per annum on any overdue principal and on any overdue installment of interest. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 shall be Guaranteed by the Guarantor convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Holders upon a Change of Control as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of the Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, DM 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 3043.4, 3053.5, 3063.6, 3079.6 or 11.6. The Note Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer pursuant to a Board Resolution included in an Officers' Certificate delivered to the Trustee, 906 or 1108in authorized denominations in exchange for a like principal amount of Initial Securities. Upon any such exchange the Initial Securities shall be cancelled in accordance with Section 3.9 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Initial Securities and Exchange Securities Outstanding exceed DM 300,300,000, except in accordance with Section 3.6. The Securities shall be known and designated as the "-% 7 3/8% Senior Subordinated Notes due February 1, 2008" of the Note Issuer. Their Stated Maturity shall be -February 1, 2008 at which time the Securities will become due and payable together with any accrued and unpaid interest thereon (including Additional Sums and Additional Amounts, if any) and they shall bear interest at the rate of -% 7 3/8% per annum, from -the Issue Date, 1998 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 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 semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available Issue Date. Interest in arrears for payment. The principal of more than one quarter (and premium, if anyinterest thereon) and will accrue interest (compounded quarterly) at the same rate. Payments on the Securities issued as a Global Security shall be payable at the office or agency of the Issuer made 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 immediately available funds to the address of Depository. In the Person entitled thereto as such address shall appear event that Securities are issued in the Security Register; PROVIDEDcertificated form, FURTHER, that all payments of the principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on Securitiesthe Securities shall be payable at the office maintained by the Note Issuer pursuant to Section 10.2; provided, that unless the Permitted Holders Securities are held by the Trust or any permissible successor entity as provided under the Declaration in the event of which have given wire transfer instructions to a merger, consolidation or amalgamation of the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoingTrust, payment of any amount payable in respect of a Global Security will interest may be made in accordance with at the applicable procedures option of the DepositaryNote Issuer by check mailed to the address of the persons entitled thereto, as such address shall appear in the Register. 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 Company and the Note Issuer as provided in Article XII. The Securities shall be Guaranteed by the Guarantors as provided in Article XIII. The Guaranties shall be subordinated in right of any sinking fund obligationspayment to Senior Indebtedness of the Guarantors as provided in Article XIV. The Securities shall be subject to defeasance at the option of the Note Issuer as provided in Article TwelveSection 4.3. The Unless the context otherwise requires, the Initial Securities and the Exchange Securities shall be Guaranteed by the Guarantor as provided in Article Thirteenconstitute one series for all purposes under this Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $150,000,000525,000,000 principal amount of Initial Securities and up to $525,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.04, 3053.05, 3063.06, 307, 906 9.06 or 110811.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "-% “7¾% Senior Subordinated Notes due 2008" 2013” of the IssuerCompany. Their Stated Maturity for payment of principal shall be -November 15, 2008 and they 2013. Interest on the Securities shall bear interest accrue at the rate of -% 7¾% per annumannum and shall be payable semiannually in arrears on each May 15 and November 15, from -commencing May 15, 1998 or 2004 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Interest on the Securities will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as if no interest has been paid, from November 12, 2003; provided, however, that interest on Additional Securities will accrue from their date of issuance. Interest on the case may be, payable semiSecurities will be computed on the basis of a 360-annually on - and day year comprised of twelve 30-, commencing -, 1998, until the principal thereof is paid or made available for paymentday months. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency Corporate Trust Office of the Issuer Trustee in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenXII.

Title and Terms. The aggregate principal amount Company has initially authorized the execution and delivery of US$___________ of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108Indenture. The Securities shall be known and designated as the "-% ___% Senior Notes due 2008" of the IssuerCompany. Their Stated Maturity shall be -_______, 2008 2008, and they shall bear interest at the rate of -% ___% per annum, from -, 1998 _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on - ________ and -________, commencing -________, 1998, 2002 until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company in the Borough of Manhattan, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Company shall pay Additional Amounts, and the Securities shall be redeemable subject to redemption by the Company, as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligationsSections 1020 and 1101. The Securities shall be subject to defeasance repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1016 and 1017. The Securities shall be subject to Defeasance at the option of the Issuer Company as provided in Article Twelve. The Until Pledge Release Date, the Securities shall will be Guaranteed secured by the Guarantor pledge of an unsubordinated promissory note issued by GID to the Company on the date hereof in a principal aggregate amount at least equal to the principal amount of the Outstanding Securities, as provided amended or supplemented from time to time. That unsubordinated promissory note will rank equal in Article Thirteenright of payment to all other existing and future unsecured, unsubordinated indebtedness of GID. Subsequent to the Pledge Release Date, the Securities will rank junior to all of the secured indebtedness of the Company and the indebtedness of all of the Subsidiaries of the Company.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $150,000,000750,000,000 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 Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 304, 305, 306, 307, 906 or 110810.10. The Securities shall be known and designated as the "-% “4.875% Senior Notes due 2008" 2028” of the IssuerCompany. Their Stated Maturity for payment of principal shall be -January 15, 2008 and they 2028. Interest on the Securities shall bear interest accrue at the rate of -% 4.875% per annumannum and shall be payable semiannually in arrears on each January 15 and July 15, from -commencing January 15, 1998 or 2018 to the Holders of record of Securities at the close of business on January 1 and July 1, 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 date to which interest has been paid or duly provided foror, as if no interest has been paid, from August 11, 2017. Interest on the case may be, payable semiSecurities shall be computed on the basis of a 360-annually on - and day year comprised of twelve 30-, commencing -, 1998, until the principal thereof is paid or made available for paymentday months. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency Corporate Trust Office of the Issuer Trustee in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; PROVIDED, FURTHER, that all payments of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given or wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositaryother 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 shall be Guaranteed by the Guarantor IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article ThirteenXII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000-, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sectxxx 000, 305000, 306000, 307000, 906 or 1108000 xx 0000. The Securities shall be known and designated as the "-% Senior Notes Debt Securities due 200820-" of the Issuer. Their Stated Maturity shall be -, 2008 20- and they each Security shall bear interest at the rate of -% per annum, from -, 1998 2001 (unless such Security is originally issued on or after an Interest Payment Date for another Security, in which case from the most recent Interest Payment Date for another Security that falls on or prior to the original issue date for such Security) or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor on such Security, as the case may be, payable semi-annually on - and -- , commencing -- , 19982001 (unless such Security is originally issued on or after an Interest Payment Date for another Security, in which case commencing on the first Interest Payment Date following the original issue date for such Security), until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $150,000,000not limited; provided, except for Securities authenticated however, that any Additional Notes issued under this Indenture are issued in accordance with Sections 202 and delivered upon registration 313 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108the same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "-% “3.625% Senior Unsecured Notes due 2008" Due 2029” of the Issuer. Their The Stated Maturity of the Notes shall be -May 1, 2008 2029, and they the Notes shall bear interest at the rate of -% 3.625% per annumannum from the Issue Date, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on November 1, payable semi-annually 2021 and semiannually thereafter on - May 1 and -, commencing -, 1998November 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for paymentand to the Person in whose name the Note (or any Predecessor Note) is registered at the close of business on April 15 and October 15 immediately preceding such Interest Payment Date, whether or not a Business Day (each, a “Regular Record Date”). The principal of (of, and premium, if any) , and interest on on, the Securities Notes shall be payable at the office offices or agency agencies of the Issuer set forth in the Borough of ManhattanSection 302, The City of New Yorkor, 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 Issuer, payment of interest may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security Note Register; PROVIDEDprovided, FURTHERhowever, that all payments of the principal of (and principal, premium, if any) , and interest on Securities, with respect to Notes represented by one or more permanent Global Notes registered in the Permitted Holders name of which have given wire transfer instructions to or held by the Issuer or its agent at least 10 Business Days prior to the applicable payment date, Depositary will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Depositary. Holders shall have the right to require the Issuer to purchase their Notes, in such instructions. Notwithstanding whole or in part, in the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl Repurchase Event pursuant to Section 1013. The Securities Notes shall be redeemable as provided in Article Eleven. The Securities shall not have due and punctual payment of principal of, and premium, if any, and interest on, the benefit of any sinking fund obligations. The Securities shall be subject Notes payable by the Issuer is fully and unconditionally Guaranteed, to defeasance at the option extent set forth herein, by each of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenGuarantors.

Title and Terms. The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000500,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906 308, 906, 1012, 1108 or 1108otherwise. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the Holders of Securities, create and issue Additional Securities under this Indenture ranking equally with the Securities in all respects, subject to the limitations described in Section 1008 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, vote together with the Securities and have the same terms as to status, redemption or otherwise as the Securities. References to the Securities under this Indenture include these Additional Securities if they are in the same series, unless the context requires otherwise. The Securities shall be known and designated as the "-% “4.875% Senior Notes due 2008" 2031” of the IssuerCompany. Their The Stated Maturity of the Securities shall be -November 15, 2008 2031, and they the Securities shall each bear interest at the rate of -% 4.875% per annum, as such interest rate may be adjusted as set forth in the Securities, from -October 27, 1998 2021, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on - May 15 and -November 15 in each year, commencing -as of May 15, 1998, 2022 until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Issuer 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); 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; PROVIDED, FURTHER, that all payments of . The Securities shall be subject to repurchase by the principal of (and premium, if any) and interest on Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenFour.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $150,000,000750,000,000 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 304Sections 3.04, 3053.05, 3063.06, 307, 906 9.06 or 110811.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "-% “8.375% Senior Subordinated Notes due 2008" Due 2020” of the IssuerCompany. Their Stated Maturity for payment of principal shall be -September 15, 2008 and they 2020. Interest on the Securities shall bear interest accrue at the rate of -% 8.375% per annumannum and shall be payable semiannually in arrears on each March 15 and September 15, from -commencing March 15, 1998 or 2011 to the Holders of record of Securities at the close of business on March 1 and September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as if no interest has been paid, from October 26, 2010. Interest on the case may be, payable semiSecurities will be computed on the basis of a 360-annually on - and day year comprised of twelve 30-, commencing -, 1998, until the principal thereof is paid or made available for paymentday months. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency Corporate Trust Office of the Issuer Trustee in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; PROVIDED, FURTHER, that all payments of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given or wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositaryother 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenXII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $150,000,0001,200,000,000 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 304Sections 3.04, 3053.05, 3063.06, 307, 906 9.05 or 110811.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "-% “5.50% Senior Notes due 2008" 2027” of the IssuerCompany. Their Stated Maturity for payment of principal shall be -July 15, 2008 and they 2027. Interest on the Securities shall bear interest accrue at the rate of -% 5.50% per annumannum and shall be payable semiannually in arrears on each January 15 and July 15, from -commencing January 15, 1998 or 2020 to the Holders of record of Securities at the close of business on January 1 and July 1, 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 date to which interest has been paid or duly provided foror, as if no interest has been paid, from July 9, 2019. Interest on the case may be, payable semiSecurities shall be computed on the basis of a 360-annually on - and day year comprised of twelve 30-, commencing -, 1998, until the principal thereof is paid or made available for paymentday months. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Trustee in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; PROVIDED, FURTHER, that all payments of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given or wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositaryother 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 shall be Guaranteed by the Guarantor IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article ThirteenXII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000800,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307906, 906 1009 or 11081016. The Securities shall be known and designated as the "-% 11% Senior Notes due Due 2008" of the IssuerCompany. Their Stated Maturity shall be -March 15, 2008 2008, and they shall bear interest at the rate of -% 11% per annumannum from February 29, from -2000, 1998 or from the most recent Interest Payment Date 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 15 and -, commencing -, 1998September 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. The principal of (and Principal of, premium, if any) , and interest on the Securities shall will be payable payable, and the Securities may be exchanged or transferred, at the office or agency of the Issuer Company in the Borough of Manhattan, 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; PROVIDED. The interest rate on the Securities is subject to increase by the addition of Special Interest and otherwise, FURTHER, that all payments as set forth or referred to in the text of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders Securities appearing in 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 DepositaryExhibit 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 shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited unlimited. The Trustee shall authenticate Securities on the Issue Date in an aggregate principal amount not to exceed $150,000,000250,000,000 (“Original Securities”). In addition, except for subject to the provisions of Section 102, the Trustee shall authenticate additional Securities (“Additional Securities”) upon receipt of a Company Order specifying the amount of Securities to be authenticated and delivered upon registration the date on which such Securities are to be authenticated and certifying that all conditions precedent to the issuance of transfer ofthe Additional Securities contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Securities. The aggregate principal amount of the Additional Securities, or in exchange forif any, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108is unlimited. The Securities shall be known and designated as the "-% “6.75% Senior Notes due 2008" Due 2019” of the IssuerCompany. Their Stated Maturity shall be -December 2, 2008 2019 and they shall bear interest at the rate of -% 6.75% per annum, from -November 24, 1998 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on - June 2 and -December 2 commencing December 2, commencing -, 19982010, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office (which initially shall be the office or agency of the Issuer in the Borough of ManhattanTrustee located 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; 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 Original Securities and the Additional Securities, if any, shall constitute one series for all purposes under this Indenture, including, without limitation, amendments, waivers 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, and 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 allow 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 guaranteed by the Guarantor any Guarantors as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities which Debentures that may be authenticated and delivered under this Indenture is limited to the sum of $150,000,000[-], except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Section 3043.4, 3053.5, 306, 307, 906 3.6 or 11089.6. The Securities Debentures shall be known and designated as the "-% Senior Notes due 2008[-]% Junior Subordinated Debentures Due December [-], 2043" of the IssuerCompany. Their The Stated Maturity of the principal of the Debentures shall be December [-], 2008 2043, and they shall bear interest at the rate of -% [-]% per annum, from December [-], 1998 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth in Section 3.12), in arrears, on - March 31, June 30, September 30 and -December 31 (each such date, unless payment of interest on such date has been deferred as provided in Section 3.12, an "Interest Payment Date") of each year, commencing -March 31, 19982004, until the principal thereof is paid or made available for payment, and each installment of interest on a Debenture shall be paid (subject to Section 3.7) to the Person in whose name such Debenture (or one or more Predecessor Debentures) is registered at the close of business on the regular record date (the "Regular Record Date") for such installment of interest, which in respect of any Debentures of which the Property Trustee is the Holder of a Global Debenture shall, except as provided in the following sentence, be the close of business on the Business Day next preceding the Interest Payment Date for that installment of interest. Notwithstanding the foregoing sentence, if the Trust Preferred Securities are no longer in book-entry-only form or, except if the Debentures are held by the Property Trustee, the Debentures are not represented by a Global Debenture, the Regular Record Date for such installment of interest shall be the close of business on the 15th day next preceding the Interest Payment Date for such installment of interest (or if such day is not a Business Day, on the day next preceding that 15th day that is a Business Day). Interest will compound quarterly and will accrue at the rate of [-]% per annum on any interest installment in arrears or during a deferral of interest payments as set forth in Section 3.12 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed per 30-day month. If any Interest Payment Date is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the Interest Payment Date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Trust by the United States or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be at least the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of (and premium, if any) , and interest on the Securities Debentures shall be payable at the office or agency of the Issuer 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; PROVIDEDprovided, HOWEVERhowever, that at the option of the Issuer Company payment of any installment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; PROVIDED, FURTHER, that all payments of the principal of Register or (and premium, if anyii) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of in immediately available funds at such place and to such account as may be designated in writing at least 15 days before the accounts specified Interest Payment Date for that installment of interest by such Permitted Holders in 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 DepositaryPerson entitled thereto. The Securities Debentures shall be redeemable as provided in Article ElevenXI hereof. 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 of the Issuer Senior Debt as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenXII hereof.

Title and Terms. The Notes shall be issued in one series and shall be known and designated as the "7 3/8% Senior Notes due 2013" of the Company. The aggregate principal amount of Securities which the Notes that may initially be authenticated and delivered under this Sixth Supplemental Indenture is limited to $150,000,0001,000,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 306 or 906 of the Existing Indenture or 1108Article Two of this Sixth Supplemental Indenture. The Securities Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP number and terms as to status, redemption or otherwise as the Notes, in which event such notes and the Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Stated Maturity of the Notes shall be known and designated as the "-% Senior Notes due 2008" of the Issuer. Their Stated Maturity shall be -February 1, 2008 2013, and they shall bear interest at the rate and have such other terms as are described in Sections 2.2 and 2.3 of -% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available for paymentthis Sixth Supplemental Indenture. The principal of (and premiumCompany shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, if any) and interest on the Securities shall be payable at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 DepositaryHolder thereof. The Securities Notes shall be redeemable at the election of the Company, as a whole or from time to time in part at the times and at the prices specified in the form of Note set forth in Section 2.3 of this Sixth Supplemental Indenture. The Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture. Upon their original issuance, the Notes shall be issued in the form of one or more Global Notes, as provided in Article Eleventhis Sixth Supplemental Indenture, registered in the name of The Depository Trust Company, as Depositary, or its nominee and deposited with the Trustee, as custodian for The Depository Trust Company, for credit by The Depository Trust Company to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Securities Global Notes shall not bear the legends provided for in the form of Note contained in Section 2.2 of this Sixth Supplemental Indenture and may be exchanged in whole or in part for Notes registered, and transfers of Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The Notes shall have the benefit of any sinking fund obligationsthe covenants set forth in Article Three of this Sixth Supplemental Indenture, in addition to the covenants set forth in Article Ten of the Existing Indenture. The Securities Notes shall be subject to defeasance at the option issuable only in registered form without coupons and only in denominations of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article Thirteen$1,000 and integral multiples thereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906 308, 906, 1013, 1016 or 1108. The Securities shall be known and designated as the "-% 8 7/8% Senior Subordinated Notes due 20082007" of the IssuerCompany. Their The Stated Maturity of the Securities shall be -August 1, 2008 2007, and they the Securities shall each bear interest at the rate of -% 8 7/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from -August 5, 1998 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on - February 1 and -August 1 in each year, commencing -February 1, 1998, until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities will be exchangeable and transferable at the an office or agency of the Issuer Company in the Borough of Manhattan, 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; 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 addresses shall appear in on the Security Register; PROVIDED. For all purposes hereunder, FURTHER, that all payments 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 principal of (and premium, if any) and interest on Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1013. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl pursuant to Section 1016. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have Eleven 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenSecurities.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $150,000,000200,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304, 305, 306, 307, 906 308, 906, 1015, 1016 or 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Notes shall be known and designated as the "-% 9.35% Senior Subordinated Notes due 2008Due 2007" and the Exchange Notes shall be known and designated as the "9.35% Series B Senior Subordinated Notes Due 2007" of the IssuerCompany. Their Stated Maturity shall be -December 15, 2008 2007, and they shall bear interest at the rate of -% 9.35% per annumannum from December 2, from -1997, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on - June and -December in each year, commencing -June 15, 1998, until the principal thereof is paid or made available for paymentduly provided for, to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 31 or November 30 next preceding such Interest Payment Date. The principal of (and premium, if any) ), and interest on the Securities Notes shall be payable payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Issuer Company in the Borough of Manhattan, The City of New York, New York, York maintained for such purpose and purposes (which initially shall be the office of the Trustee located at any other office or agency maintained by the Issuer for such purpose; PROVIDEDOne Xxxxxxx Xxxxx, HOWEVER00xx Xxxxx, that Xxx Xxxx, Xxx Xxxx 00006) or, 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; PROVIDED, FURTHER, provided that all payments of with respect to the principal of (U.S. Global Note and premium, if any) and interest on Securities, the Permitted Certificated Notes the Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, Company will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted the Holders thereof. Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Notes issued in such instructions. Notwithstanding connection with the foregoing, payment of any amount payable in respect of a Global Security Exchange Offer will be made in accordance with the applicable procedures treated as a single class of the Depositarysecurities under this Indenture. The Securities Notes 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 shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. There is hereby created under the Indenture a series of Securities known and designated as the "__% Convertible Subordinated Debentures due 2010" of the Company. The aggregate principal amount of Securities which Debentures that may be authenticated and delivered under this Indenture is limited to $150,000,000$ million, except for Securities Debentures authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Section 304, Sections 305, 306, 307, 906 or 1108904 and 1103 of the Indenture. The Securities Stated Maturity for payment of principal of the Debentures shall be known ________, 2010 and designated as the "-% Senior Notes due 2008" of the Issuer. Their Stated Maturity shall be -, 2008 and they Debentures shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at the rate of -% __% of the principal amount per annum, from -_______, 1998 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as until the case may be, principal amount thereof is paid at Maturity. Interest on the Debentures shall be payable semi-annually in arrears on - __________, and -__________ of each year, commencing -___________, 19982000 (each, until an "Interest Payment Date"), to the principal thereof Persons in whose names the Debentures (or any Predecessor Securities) are registered at the close of business on the _________________ and __________ immediately preceding such Interest Payment Date. Except as provided in this paragraph, if a Holder converts its Debentures into Common Stock on any day other than an Interest Payment Date, such Holder shall receive no interest that has accrued on such Debentures. A Holder who converts a Debenture after a Regular Record Date for an interest payment but prior to the corresponding Interest Payment Date, shall be entitled to receive on the Interest Payment Date interest accrued and paid on such Debentures, notwithstanding the conversion of such Debentures prior to such Interest Payment Date. However, at the time such Holder surrenders such Debentures for conversion, such Holder must pay to the Company an amount equal to the interest that has accrued and will be paid on the Interest Payment Date on the Debentures being converted. However, the preceding sentence shall not apply to Debentures that are converted after being called by the Company for redemption. In addition, if the Redemption Date is paid or made available prior to a Regular Record Date for paymentan Interest Payment Date, and prior to such Redemption Date such Holder chooses to convert such Holder's Debentures, such Holder will receive on the date that has been fixed for redemption the amount of interest such Holder would have received if such Holder had not converted its Debentures. The principal of (and premium, if any) and interest on the Securities Debentures shall be payable at the office or agency of the Issuer initially issued in the Borough form of Manhattanone or more Global Securities and the U.S. Depositary for the Debentures shall be The Depository Trust Company, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities Debentures shall not be subject to any sinking fund. The Debentures shall be redeemable issuable in denominations of $1000 and integral multiples thereof. The Debentures shall not be issued as Original Issue Discount Securities or subject to defeasance as provided in Article ElevenFifteen of the Indenture. The form of Debentures attached hereto as Exhibit A is hereby adopted, as a form of Securities shall not have of a series that consists of Debentures. Certain terms of the Debentures are set forth in the form of the Debentures. With respect to the Debentures only and for the benefit of only the Holders thereof, the failure on the part of the Company to observe or perform any sinking fund obligations. The Securities of the covenants or agreements on the part of the Company in this Fifth Supplemental Indenture not otherwise specified in Section 501 of the Indenture shall be subject an additional Event of Default with respect to defeasance at the option Debentures as if and, for all purposes under the Indenture, to the same extent as if the same were specified in paragraph (d) of such Section 501 of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenIndenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to $150,000,000, except for Securities be authenticated and delivered upon registration of transfer ofunder this Indenture is $300,000,000. Additional Securities, which may be Initial Securities or in exchange forExchange Securities ("Additional Securities"), or in lieu ofmay be authenticated and delivered under this Indenture at any time from time to time, other and such Securities pursuant to Section 304will have the same terms and conditions as, 305and be treated as a single class (for all purposes under this Indenture) with, 306, 307, 906 or 1108all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the "-% 5.375% Senior Notes due 2008Due 2014" and the Exchange Securities shall be known and designated as the "5.375% Senior Notes Due 2014, Series B." The Stated Maturity of the Issuer. Their Stated Maturity Securities shall be -December 15, 2008 2014 and they the Securities shall bear interest at the rate of -% 5.375% per annumannum from their date of original issue, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in arrears on - June 15 and -December 15 in each year, commencing -, 1998on the date set forth in the definitive form of such Securities, until the principal thereof is paid or made available for paymentduly provided for, to the Person in whose name the Security (or any Predecessor Security) is registered at the close of business on the June 1 or December 1 next preceding such Interest 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 office or agency of the Issuer Company in the Borough of Manhattan, (i) The City of New YorkYork and, New York(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 purpose and purposes, (which initially shall be the office of the Trustee located at any other 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 or agency maintained by of the Issuer for such purpose; PROVIDEDLuxembourg Paying Agent located at Banque Generale du Luxembourg S.A., HOWEVER50 Avenue X.X. Xxxxxxx, that X-0000 Luxembourg) or, 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; PROVIDED, FURTHER, provided that all payments of with respect to Securities the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer Trustee (or its agent at least 10 Business Days prior to other Paying Agent) by the applicable payment dateRegular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted the Holders thereof). Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in such instructions. Notwithstanding connection with the foregoing, payment of any amount payable in respect of a Global Security Exchange Offer will be made in accordance with the applicable procedures treated as a single class of the Depositarysecurities 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenXI.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,0001,000,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906 306 or 1108906. The Initial Securities shall be known and designated as the "-% 7 5/8% Senior 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. Their Stated Maturity shall be -April 1, 2008 2011, and they shall bear interest at the rate of -% 7 5/8% per annumannum (except as otherwise provided for in the form of Security) from the Security Issue Date, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor on a given Security or a Security surrendered in exchange for such Security, as the case may be, payable semi-annually on - October 1, 2001 and -, commencing -, 1998semiannually thereafter on April 1 and October 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for. The initial Interest Payment Date for paymentany 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, 2001. The Initial Securities and the Exchange Securities shall rank pari passu. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities shall be redeemable as provided in Article Eleven. The Securities shall are 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 shall will be Guaranteed by senior unsecured obligations of the Guarantor as provided Company and will rank pari passu in Article Thirteenright of payment with all existing and future unsubordinated indebtedness of the Company.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000750,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Section304, 305, 306, 307906, 906 1010, 1018 or 1108. The Initial Securities shall be known and designated as the "-% 7.50% Senior Notes due Due 2008" and the Exchange Securities shall be known as the "7.50% SeriesB Senior Notes". The final Stated Maturity of the Issuer. Their Stated Maturity Securities shall be -November 1, 2008 and they shall bear interest 2008. Interest on the Securities will accrue at the a rate of -% 7.50% per annum, annum accruing from -November 4, 1998 or from the most recent Interest Payment Date 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 - May 1 and -November 1 of each year, commencing May 1, 1999, to the Holders of record on the immediately preceding Regular Record Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal of, 1998, until the principal thereof is paid or made available for payment. 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 office or agency of the Issuer Company in the Borough of Manhattan, 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; PROVIDED. The interest rate on the Securities is subject to increase by the addition of Liquidated Interest and otherwise, FURTHER, that all payments as set forth or referred to in the text of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders Securities appearing in 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 DepositaryExhibitA hereto. 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 shall will be Guaranteed by senior unsecured obligations of the Guarantor as provided Company, ranking pari passu in Article Thirteenright of payment with all existing and future senior unsecured Debt of the NYDOCS01/566567 3 Company, and will be senior in right of payment to all existing and future Subordinated Debt of the Company.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $150,000,000300,000,000 principal amount, except for as automatically increased by the principal amount of any Additional Securities issued, authenticated and delivered pursuant to Section 2.02. Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.04, 3053.05, 306, 307, 906 3.06 or 11089.05. The Securities shall be known and designated as the "-% “4.625% Senior Stock‑Settlable Notes due 2008" December 2016” of the IssuerCompany. Their The Stated Maturity Date shall be -December 15, 2008 and they 2016. Interest on the Securities shall bear interest accrue at the rate of -% 4.625% per annumannum and shall be payable semi-annually, from -in arrears, 1998 on December 15, 2015, June 15, 2016 and the Stated Maturity Date. Payment of interest will include interest accrued for the period commencing on and including the date of original issuance of the Securities or from the most recent Interest Payment Date to which interest has been paid or duly provided forpayment date, as the case may be, payable semi-annually to but excluding the next following interest payment date or the Stated Maturity Date, as the case may be. Interest on - the Securities will be computed on the basis of a 360‑day year comprised of twelve 30‑day months. Accrued and -, commencing -, 1998, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and unpaid interest on the Securities shall will be payable at the office or agency of the Issuer in the Borough of Manhattan, cash. 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 Company shall appear in the Security Register; PROVIDED, FURTHER, that all payments of pay the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of any Global Security in immediately available funds to the accounts specified by Depositary or its nominee, as the case may be, as the registered Holder of such Permitted Holders in such instructionsGlobal Security. Notwithstanding The Company has initially designated the foregoing, payment of any amount payable Trustee as its Paying Agent and Security Registrar in respect of the Securities. The Company may, however, change the Paying Agent or Security Registrar for the Securities without prior notice to the Holders thereof and the Company may act as Paying Agent or Security Registrar for the Securities. The Company may, at its option, by giving irrevocable notice on a Global Security will be made date that is not less than 60 nor more than 120 days prior to the Stated Maturity Date (herein called the “Share Settlement Notice Date”), elect to satisfy, in whole or in part, its obligation to repay the principal amount of the Securities at the Stated Maturity Date by delivering Company Common Shares to Holders of the Securities in lieu of cash in accordance with Article XII hereof (herein called a “Share Settlement Election”) so long as the applicable procedures of the DepositaryShare Settlement Conditions set forth in Section 12.02 are met on such date. 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 shall be Guaranteed guaranteed by the each Guarantor as provided in Article Thirteen.XIV and shall have endorsed thereon the Guarantee substantially in the form set forth in Annex A hereto, executed by each Guarantor. ‑18‑

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture and outstanding at any time is initially limited on the Issue Date to $150,000,000375,000,000 in principal amount of Securities (subject to the right of the Company to issue Additional Securities as described in the immediately succeeding paragraph), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906 308, 906, 1012, 1015, 1108 or 1108otherwise. The Company may from time to time, without notice to or the consent of the Holders, create and issue an unlimited amount of Additional Securities ranking equally with the Securities in all respects, subject to the limitations described in Section 1008. Any Additional Securities may be consolidated and form a single series with the Securities, vote together with the Securities and have the same terms as to status, redemption or otherwise as the Securities. Notwithstanding anything else herein, with respect to any Additional Securities issued subsequent to the date of this Indenture, when the context requires, (1) all references in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Securities, (2) any references in this Indenture to the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration Statement, Initial Purchasers, and any other term related thereto shall be to such terms as they are defined in such Registration Rights Agreement entered into with respect to such Additional Securities, (3) all time periods, if any, described in the Securities with respect to the registration of such Additional Securities shall be as provided in such Registration Rights Agreement entered into with respect to such Additional Securities, (4) any Additional Interest, if set forth in such Registration Rights Agreement, may be paid, at the Company’s option, to the Holders of the Additional Securities immediately prior to the making or the consummation of the Exchange Offer, regardless of any other provisions regarding record dates in this Indenture and (5) subject to compliance with Section 1008 hereof, all provisions of this Indenture shall be construed and interpreted to permit the issuance of such Additional Securities and to allow such Additional Securities to become fungible and interchangeable with the Securities issued on the Issue Date (and Exchange Securities issued in exchange therefor). The Securities shall be known and designated as the "-% “7.750% Senior Subordinated Notes due 2008" 2016” of the IssuerCompany. Their A separate reference may be made to each series. The Stated Maturity of the Securities shall be -December 15, 2008 2016, and they the Securities shall each bear interest at the rate of -% 7.750% per annum, as such interest rate may be adjusted as set forth in the Securities, from -December 7, 1998 2006, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on - June 15 and -December 15 in each year, commencing -as of June 15, 19982007 (with respect to Securities issued on the Issue Date), until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Issuer in Company maintained for such purposes (which initially will be a corporate trust office of the Borough of Manhattan, The City of New YorkTrustee located at 000 Xxxxxxx Xxxxxx, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purposeNY 10286, Attn: Corporate Trust Window, Lower Level); 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; PROVIDED. For all purposes hereunder, FURTHER, that all payments 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 principal of (and premium, if any) and interest on Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl pursuant to Section 1014. The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Securities shall not have the benefit of any sinking fund obligations. The Debt evidenced by these Securities shall be subject subordinated in right of payment to defeasance at Senior Debt in accordance with the option terms of Article Fourteen hereof. At the 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenFour.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $150,000,000[ ] (or up to $[ ] if the over-allotment option is exercised in full in accordance with the terms and provisions of the Underwriting Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 3063.06, 3079.06, 906 11.09 or 110813.01. The Securities shall be known and designated as the "-% Senior Notes due 2008[ ]% Convertible Subordinated Debentures Due 2017" of the IssuerCompany. Their Stated Maturity shall be -[ ], 2008 2017, and they shall bear interest at the rate of -% [ ]% per annum, from -[ ], 1998 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on - March 31, June 30, September 30 and -December 31 (each an "Interest Payment Date") of each year, commencing -March 31, 19981997, until the principal thereof is paid or made available for payment, and they shall be paid to the Person in whose name the Security is registered at 5:00 p.m. (New York City time) on the regular record date for such interest installment, which shall be the March 15, June 15, September 15 and December 15 next preceding such Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of [ ]% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.12 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest in computed, will be computed on the basis of the actual number of days elapsed per 90-day quarter. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Institutional Trustee is the Holder of any Securities, the Trust or the Institutional Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Securities held by the Institutional Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Institutional Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Institutional Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer 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; 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligationsEleven hereof. The Securities shall be subject subordinated in right of payment to defeasance at the option of the Issuer Senior Indebtedness as provided in Article TwelveTwelve hereof. The Securities shall be Guaranteed by the Guarantor convertible as provided in Article ThirteenThirteen hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, 108,248,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 307, 906 9.6 or 110811.6. The Securities shall be known and designated as the "-% 10 3/4% Senior Subordinated Notes due 2008December 1, 2017" of the IssuerCompany. Their Stated Maturity shall be -December 1, 2008 2017, at which time the Securities shall become due and payable together with any accrued and unpaid interest thereon and they shall bear interest at the rate of -% 10 3/4% per annum, from the Issue Date, payable semi-annually in arrears on each Interest Payment Date subject to Article XIII, 1998 or 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 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 to the extent permitted by applicable law. Payments on - and -the 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 -, 1998, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities shall be redeemable as provided in Article ElevenXI. The Securities shall not have be subject to a limited right of repurchase by the benefit Company as provided in Sections 10.13 and 10.14. The Securities shall be subordinated in right of any sinking fund obligationspayment to Senior Indebtedness of the Company 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenSection 4.3.

Title and Terms. The aggregate principal amount 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 $150,000,000400,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Xxxxxxx 000, 000, 000, 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 all respects so that the Additional Securities shall be consolidated and form a single series with the Securities. The Trustee shall authenticate Additional Securities upon receipt of an Officers' Certificate, subject to Section 304303, 305specifying the amount of Additional Securities to be authenticated. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer, 306in each case pursuant to a Board Resolution, 307subject to Section 303, 906 or 1108included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. The Securities shall be known and designated as the "-% Senior 7.80% Notes due 20082011" of the IssuerCompany. Their Stated Maturity shall be -March 15, 2008 2011, and they shall bear interest at the rate of -% per annumfrom March 15, from -2001, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998at a per annum interest rate of 7.80%, 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 until the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 15 and September 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. In connection with the cash payment of any Special Interest, the Company shall notify the Trustee (the "Special Interest Notice") on or before the later to occur of (i) the Regular Record Date preceding such payment of any Special Interest, and (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 Interest Payment Date. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company in the Borough of Manhattan, 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 may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; PROVIDED. If the Securities are issued in the form of a Global Security, 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to Securities shall be made by wire transfer of in immediately available funds to the accounts specified 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 Company for such Permitted Holders in such instructions. Notwithstanding purpose; PROVIDED, HOWEVER, that at the foregoing, option of the Company payment of any amount payable in respect of a Global Security will interest may be made in accordance with by check mailed to the applicable procedures address of the DepositaryPerson 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 Unless the context otherwise requires, the Original Securities and the Exchange Securities shall be Guaranteed by the Guarantor as provided in Article Thirteenconstitute one series for all purposes under this Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount of Securities Initial Senior Notes which may be authenticated and delivered under this Indenture for original issue is limited to $150,000,00060,000,000, except for Securities and the aggregate principal amount of Exchange Notes which may be authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant under this Indenture for original issue is limited to Section 304, 305, 306, 307, 906 or 1108$60,000,000. The Securities aggregate principal amount of Senior Notes Outstanding at any one time may not exceed such amount except as provided in Section 3.7 hereof. The Initial Senior Notes shall be known and designated as the "-% 9 3/4% Senior Notes due 20082003, Series B" of the IssuerCompany, and the Exchange Notes shall be known and designated as the "9 3/4% Senior Notes due 2003, Series C" of the Company. Their The Stated Maturity of the Senior Notes shall be -October 15, 2008 2003, and they shall bear interest at the rate of -% 9 3/4% per annumannum from October 28, from -1998, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in cash in arrears on - April 15 and -October 15 in each year, commencing -April 15, 19981999, and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, New York, Company maintained for such purpose and at any other office or agency maintained by in the Issuer for such purpose; PROVIDEDCity of New York provided, HOWEVERhowever, that that, at the option of the Issuer payment of Company, interest may be made paid on Certificated Senior Notes on or before the due date (i) by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; PROVIDED, FURTHER, that all payments of or (ii) with respect to any Holder owning Senior Notes in the principal amount of (and premium$500,000 or more, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to an account maintained by the Holder located in the United States, as specified in a written notice to the accounts specified Trustee by any such Permitted Holders Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Senior Notes shall rank pari passu in such instructions. Notwithstanding the foregoing, right of payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures Series A Notes and senior in right of the Depositarypayment to all Subordinated Indebtedness. The Securities Senior Notes shall be redeemable as provided in Article ElevenXI hereof. The Securities shall not have the benefit of any sinking fund obligations. The Securities Senior Notes shall be subject to defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenXII hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000500,000,000 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 304Sectxxx 000, 305000, 306000, 307000, 906 or 1108000 xx 0000. The Securities shall be known and designated as the "-% Senior ___% Notes due 20082009" of the IssuerCompany. Their The Stated Maturity of the Securities shall be -June 1, 2008 2009, and they the Securities shall each bear interest at the rate of -% ___% per annum, as such interest rate may be adjusted as set forth in the Securities, from -__________, 1998 1999, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on - June 1 and -November 1 in each year, commencing -_________, 19981999, until the principal thereof is paid or made available for paymentduly provided for. 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 an office or agency of the Issuer Company in the Borough of Manhattan, The City of New YorkYork maintained for such purposes (which initially will be a corporate trust office of the Trustee or its affiliate located at _______________, ________, ______________, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purposeNY _____); 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Indebtedness evidenced by the Securities shall not have rank PARI PASSU in right of payment with all other Senior Indebtedness. 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 Defaults and Events of Default thereunder may be defeased as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenFour.

Title and Terms. The aggregate principal amount final Stated Maturity of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108. The Securities the Notes shall be known June 30, 2010, and designated as the "-% Senior Notes due 2008" of the Issuer. Their Stated Maturity shall be -, 2008 and they shall bear interest at the rate of -% % per annum, annum from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, as the case may be, payable semi-annually thereafter in arrears on - June 30 and -December 30, in each year, commencing -on December 30, 19982003, to the Holders of record at the close of business on June 15 and December 15, respectively, immediately preceding such Interest Payment Dates, until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) and interest on the Securities , shall be payable on demand. The principal shall be amortized as set out in the schedule below: Principal Payment Date Principal Amount Payable Remaining Principal Amount December 30, 2005 June 30, 2006 December 30, 2006 June 30, 2007 December 30, 2007 June 30, 2008 December 30, 2008 June 30, 2009 December 30, 2009 June 30, 2010 Principal on any Note which is payable, and is punctually paid or duly provided for, on any date in the schedule immediately above shall be paid to the person in whose name that Note (or one or more Predecessor Notes) is registered at the office close of business on the Regular Principal Record Date for such principal. If the Company defaults in a payment of principal on the Notes, the Company shall pay the defaulted principal (plus interest on such defaulted principal to the extent lawful) in any lawful manner. The Company may pay the defaulted principal to the persons who are Holders on a subsequent special record date. The Company shall fix or agency cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Issuer in the Borough of Manhattan, The City of New York, New York, maintained for such purpose Trus- tee and at any other office shall promptly mail or agency maintained by the Issuer for such purpose; PROVIDED, HOWEVER, that at the option of the Issuer payment of interest may cause to be made by check mailed to each Holder a notice that states the address of the Person entitled thereto as such address shall appear in the Security Register; PROVIDED, FURTHER, that all payments of the principal of (and premium, if any) and interest on Securitiesspecial record date, the Permitted Holders payment date and the amount of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required defaulted principal to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructionspaid. Notwithstanding the foregoing, The Company may make payment of any amount payable defaulted principal in respect of a Global Security will be made in accordance any other lawful manner not inconsistent with the applicable procedures requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the Depositary. The Securities proposed payment pursuant to this paragraph, such payment shall be redeemable as provided deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in Article Eleven. The Securities shall not have the benefit exchange for or in lieu of any sinking fund obligations. The Securities other Note shall be subject carry the rights to defeasance at the option of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed principal accrued and unpaid, and to accrue, which were carried by the Guarantor as provided in Article Thirteensuch other Note.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000400,000,000 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 3043.03, 3053.04, 3063.05, 3073.06, 906 3.07, 3.08, 9.06 or 110811.08. The Initial Securities shall be known and designated as the "-% 7 7/8% Series A Senior Notes Subordinated Securities due 20082005" of the IssuerCompany. Their The Exchange Securities shall be known and designated as the "7 7/8% Series B Senior Subordinated Securities due 2005" of the Company. The Stated Maturity of the Securities shall be -December 15, 2008 2005, and they the Securities shall each bear interest at the rate of -% 7 7/8% per annum, as such interest rate may be adjusted as set forth in the Securities and the Registration Rights Agreement, from -December 21, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, as the case may beapplicable, payable semi-annually semiannually on - June 15 and -December 15 in each year, commencing -June 15, 19981999, until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Issuer Company in the Borough of Manhattan, The City of New York, New York, York maintained for such purpose and purposes (which initially will be a corporate trust office of the trustee located at any other office or agency maintained by the Issuer for such purpose00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxx Xxxx, New York 1004); 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; PROVIDED, FURTHER, that . For all payments of the principal of (and premium, if any) and interest on Securitiespurposes hereunder, the Permitted Holders of which have given wire transfer instructions to Initial Securities and the Issuer or its agent at least 10 Business Days prior to the applicable payment date, Exchange Securities will be required treated as one class and are together referred to be made by wire transfer as the "Securities." The Initial Securities rank PARI PASSU in right of immediately available funds to the accounts specified by such Permitted Holders in 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 DepositaryExchange Securities. The Securities shall be redeemable as provided in Article ElevenXI 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 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenIV.

Title and Terms. The Notes are an issue of Securities under the Indenture, and shall be entitled to all the benefits and limitations thereof, and shall be known and designated as the “8% Senior Subordinated Notes due 2019” of the Company. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Supplemental Indenture shall be unlimited. The Company is limited initially issuing $300,000,000 aggregate principal amount of Notes as of the date hereof. This series of Notes may be reopened from time to $150,000,000time for the issuance of additional Notes, except for Securities authenticated subject to compliance with the Indenture. The Trustee shall authenticate and deliver Notes upon the order of the Company signed by one Officer and delivered upon registration to the Trustee, which order shall specify the amount of transfer of, or in exchange for, or in lieu of, other Securities pursuant securities to Section 304, 305, 306, 307, 906 or 1108be issued and the date of issuance thereof. The Securities stated maturity of the Notes shall be known and designated as the "-% Senior Notes due 2008" of the Issuer. Their Stated Maturity shall be -May 15, 2008 2019 and they shall bear interest at as provided in the rate form of -% per annum, from -, 1998 or from Note (which is incorporated herein by reference) and in the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available for paymentIndenture. The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Issuer 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 purpose, as provided in Section 4.02 of the Issuer for such purposeOriginal Indenture; PROVIDEDprovided, HOWEVERhowever, that that, at the option of the Issuer payment of Company, interest may be made paid on Notes 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities Notes shall be redeemable as provided in the form of Note and in Article ElevenIII of the Original Indenture. The Securities shall not SIGNATURES Dated as of May 14, 2009 RANGE RESOURCES CORPORATION Attest: By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Manny /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer AMERICAN ENERGY SYSTEMS, LLC Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer MOUNTAIN FRONT PARTNERS, LLC By: RANGE OPERATING TEXAS, LLC, its Member By: RANGE RESOURCES CORPORATION, its Member Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer RANGE ENERGY I, INC. Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer [Signature Page to Supplemental Indenture] RANGE ENERGY SERVICES COMPANY Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer RANGE HOLDCO, INC. Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer RANGE OPERATING NEW MEXICO, INC. Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer RANGE OPERATING TEXAS, LLC By: /s/ RANGE RESOURCES CORPORATION, its Member Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer RANGE PRODUCTION COMPANY Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer RANGE RESOURCES—APPALACHIA, LLC By: RANGE HOLDCO, INC., its Member Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer By: RANGE ENERGY I, INC., its Member Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer RANGE RESOURCES—MIDCONTINENT, LLC Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer RANGE RESOURCES—PINE MOUNTAIN, INC. Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer RANGE TEXAS PRODUCTION, LLC By: RANGE ENERGY I, INC., its Member Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer REVC HOLDCO, LLC By: RANGE RESOURCES CORPORATION, its Member Attest: By: /s/ Xxxxx X. Manny Name: Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Secretary Title: Executive Vice President and Chief Financial Officer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Assistant Vice President EXHIBIT A [FACE OF NOTE] RANGE RESOURCES CORPORATION 8% Senior Subordinated Note Due 2019 [CUSIP] [CINS] No. $ RANGE RESOURCES CORPORATION, a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to ______________, or its registered assigns, the principal sum of DOLLARS ($ ______) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto] on May 15, 2019. Interest Rate: 8.00% per annum. Interest Payment Dates: May 15 and November 15, commencing November 15, 2009. Regular Record Dates: May 1 and November 1. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the benefit of any sinking fund obligationssame effect as if set forth at this place. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article TwelveTHIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenFOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS SECURITY, PLEASE CONTACT THE CHIEF FINANCIAL OFFICER OF RANGE RESOURCES CORPORATION AT 000 XXXXXXXXXXXX, STREET SUITE 1200, FORT WORTH, TEXAS 76102 (OR TELEPHONE HIM AT (000) 000-0000).

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 of Securities which PIES that may be authenticated and delivered under this Indenture is limited to $150,000,000_______, except for Securities PIES authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities PIES pursuant to Section 3042.08, 3052.09, 3062.12, 307, 906 3.06 or 11089.05 of the Indenture. The Securities Stated Maturity for payment of principal of the PIES shall be known November 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and designated as the "-% Senior Notes due 2008" of the Issuer. Their Stated Maturity shall be -, 2008 and they PIES shall bear interest at the rate of -% ___% per annum, from -and including _______ __, 1998 1999 or from the most recent Interest Payment Date 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 - February 15, May 15, August 15 and -November 15 of each year (commencing February 15, commencing -2000) and at Maturity, 1998to 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. The principal of (and premium, if any) and interest on provided that nothing in this Indenture or the Securities shall be payable at PIES is intended to prevent the office Company or agency the Trustee from giving effect to the terms of the Issuer in Issuing and Paying Agency Agreement between the Borough of ManhattanCompany, The City Bank of New York and the Bank of New York, New YorkLondon, maintained for such purpose and at any other office or agency maintained by to be dated ________ __, 1999. In addition, if the Issuer for such purpose; PROVIDEDStated Maturity is extended as provided in Section 204, HOWEVER, that interest at the option of rate set forth in this Section 201 will continue to accrue on the Issuer payment of PIES until Maturity and additional interest may will accrue in arrears as provided in Section 204. The PIES shall be made by check mailed to the address of the Person entitled thereto as such address shall appear initially issued in the Security Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect form of a Global Security will and the depositary for the PIES shall be made in accordance with The Depository Trust Company, New York, New York (the applicable procedures of the "Depositary"). The Securities PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Article Eleven. The Securities Section 204 and shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer any sinking fund. The PIES shall be mandatorily exchangeable as provided in Article TwelveSection 202. The Securities PIES shall be Guaranteed 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 Guarantor as 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 less 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 Article ThirteenSection 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of 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 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 PIES so surrendered at Maturity.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Supplemental Indenture shall be unlimited. The Company is limited initially issuing $200,000,000 aggregate principal amount of Securities as of the date hereof. This series of Securities may be reopened from time to $150,000,000time for the issuance of additional Securities of this series, subject to compliance with Section 704. Any additional Securities issued shall have the identical terms as the Securities issued on the Issue Date, except for the date of issuance, issue price and first Interest Payment Date, and shall form a single series with the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108issued on the Issue Date. The Securities shall be known and designated as the "-% “9% Senior Notes due 2008" 2014” of the IssuerCompany. Their The Stated Maturity of the Securities shall be -June 1, 2008 2014 and they shall bear interest at the rate of -% 9.00% per annumannum from the date of issuance, from -, 1998 or from the most recent Interest Payment Date 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 - and day year comprised of twelve 30-, commencing -, 1998day months, until the principal thereof is paid or made available for paymentduly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; PROVIDED, FURTHER, that all payments of . Holders shall have the principal of (and premium, if any) and interest on right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will Change of Control pursuant to Section 710. The Securities shall be made subject to repurchase by the Company pursuant to an Asset Disposition as provided in accordance with the applicable procedures of the DepositarySection 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenCUSIP numbers.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to $150,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 307, 906 or 1108a supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "-% “5.875% Senior Notes due 2008" 2024” of the IssuerCompany. Their The Stated Maturity of the Notes shall be -May 15, 2008 2024, and they the Notes shall bear interest at the rate of -% per annumset forth below from May 12, from -2016, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on November 15, payable 2016 and semi-annually thereafter on - May 15 and -, commencing -, 1998November 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for paymentand to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 1 and November 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) ), Additional Interest, if any, and interest on the Securities Notes shall be payable at the office or agency of the Issuer 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 Holders at their respective addresses set forth in the Security Note Register; PROVIDED, FURTHER, provided that all payments of the principal of (and principal, premium, if any) , and interest on Securitiesand Additional Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the Permitted Holders name of which have given wire transfer instructions to or held by the Issuer Depository or its agent at least 10 Business Days prior to the applicable payment date, will be required to nominee shall be made by wire transfer of immediately available funds to the accounts specified by such Permitted the Holder or Holders in such instructions. Notwithstanding the foregoingthereof, payment and all payments of any amount payable in principal, premium, if any, and interest and Additional Interest, if any, with respect of a Global Security will to one or more Certificated Notes at Stated Maturity shall be made in accordance with against presentation of such Certificated Note at the applicable procedures office or agency of the Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenCompany maintained for such purpose.

Title and Terms. The aggregate principal amount Principal Amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to $150,000,000225,689,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 3063.06, 3079.06 or 11.06. The Company may, 906 from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Securities, and the Trustee shall thereupon authenticate and deliver such Additional Securities to or 1108upon the written order of the Company, without any further action by the Company hereunder; provided, however, that the Company may issue Additional Securities only if: (1) such Additional Securities and Initial Securities are treated as part of the same issue of debt instruments for purposes of U.S. federal income tax laws; (2) such Additional Securities have the same “CUSIP” number as the Initial Securities; and (3) the Trustee receives an Officers’ Certificate and an Opinion of Counsel to the effect that such issuance of Additional Securities complies with the provisions of this Indenture , including each provision of this paragraph. The Securities shall be known and designated as the "-% “3.50% Convertible Senior Notes due 2008" Due 2011” of the IssuerCompany. Their Stated Maturity The Principal Amount shall be -, 2008 and they shall bear interest payable at the rate of -% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available for paymentStated Maturity. The principal of (Principal Amount and premium, if any) accrued interest and interest on the Securities shall be payable at the office or agency of the Issuer Company in the Borough of Manhattan, 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 payment of interest Company payments may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any a sinking fund obligationsfund. The Securities shall not be subject to defeasance at the option superior in right of payment to, and shall rank pari passu with, all other existing and future unsecured and unsubordinated indebtedness of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenCompany, including trade payables.

Title and Terms. There shall be a series of Securities designated as the "8% Senior Notes due 2029" of the Company. Their Stated Maturity shall be September 15, 2029, and they shall bear interest at the rate of 8% per annum. Interest on the Securities of this series will be payable semi-annually on September 15 and March 15 of each year, commencing March 15, 2000, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the September 1 or March 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Fifth Supplemental Indenture is limited to $150,000,000250,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306pursuant to Section 303 of the Indenture, 307, 906 or 1108are deemed never to have been authenticated and delivered under the Indenture. The Securities shall of this series will be known and designated as represented by two or more Global Securities representing the "-% Senior Notes due 2008" entire $250,000,000 aggregate principal amount of the Issuer. Their Stated Maturity shall Securities of this series, and the Depositary with respect to such Global Security or Global Securities will be -, 2008 and they shall bear interest at the rate of -% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available for paymentThe Depository Trust Company. The Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be payable at the office or agency of the Issuer Company in the Borough of Manhattan, The City of New YorkCincinnati, New YorkState of Ohio, maintained for such purpose purpose, which shall be the Corporate Trust Office of the Trustee 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities shall be of this series are redeemable prior to maturity at the option of the Company as provided in Article Eleventhis Fifth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not have be applicable to the benefit Securities of any sinking fund obligationsthis series. The Securities shall be of this series are subject to defeasance at the option of the Issuer Company as provided in Article Twelvethis Fifth Supplemental Indenture. The Securities shall be Guaranteed by the Guarantor as provided in Article Thirteen.ARTICLE FOUR

Title and Terms. The aggregate principal amount at maturity of Securities Senior Notes which may be authenticated and delivered under this Indenture is limited to $150,000,000225,000,000, except for Securities Senior Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Senior Notes pursuant to Section 304, 305, 306, 307, 906 308, 906, 1015, 1016 or 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Senior Notes shall be known and designated as the "-% 11f% Senior Secured Discount Notes Due 2004" and the Exchange Senior Notes due 2008shall be known and designated as the "11f% Series B Senior Secured Discount Notes Due 2004" of the IssuerCompany. Their Stated Maturity shall be -December 15, 2008 and they shall bear 2004. Based on the issue price thereof, their yield to maturity is 11f%, calculated from December 15, 1997. Cash interest will not accrue or be payable on the Senior Notes prior to December 15, 2002. Thereafter, cash interest on the Senior Notes will accrue at the a rate of -% 11f% per annumannum from December 15, from -, 1998 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on - June and -December in each year, commencing -June 15, 19982003, until the principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, if any) ), and interest on the Securities Senior Notes shall be payable payable, and the Senior Notes shall be exchangeable and transferable, at the office or agency of the Issuer Company in the Borough of Manhattan, The City of New YorkYork maintained for such purposes, (which initially shall be the office of the Trustee located at 000 Xxxxxxx Xxxxxx, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; PROVIDEDNew York 10286 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; PROVIDED, FURTHER, . Senior Notes that all payments remain outstanding after the consummation of the principal of (Exchange Offer and premium, if any) and interest on Securities, Exchange Senior Notes issued in connection with the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, Exchange Offer will be required to be made by wire transfer treated as a single class of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositarysecurities under this Indenture. The Securities Senior Notes 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 shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture and outstanding at any time is initially limited on the Issue Date to $150,000,000550,000,000 in principal amount of Securities (subject to the right of the Company to issue Additional Securities as described in the immediately succeeding paragraph), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906 308, 906, 1012, 1015, 1108 or 1108otherwise. The Company may from time to time, without notice to or the consent of the Holders, create and issue an unlimited amount of Additional Securities ranking equally with the Securities in all respects, subject to the limitations described in Section 1008. Any Additional Securities may be consolidated and form a single series with the Securities, vote together with the Securities and have the same terms as to status, redemption or otherwise as the Securities. Notwithstanding anything else herein, with respect to any Additional Securities issued subsequent to the date of this Indenture, when the context requires, (1) all references in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Securities, (2) any references in this Indenture to the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration Statement, Initial Purchasers, and any other term related thereto shall be to such terms as they are defined in such Registration Rights Agreement entered into with respect to such Additional Securities, (3) all time periods, if any, described in the Securities with respect to the registration of such Additional Securities shall be as provided in such Registration Rights Agreement entered into with respect to such Additional Securities, (4) any Additional Interest, if set forth in such Registration Rights Agreement, may be paid, at the Company’s option, to the Holders of the Additional Securities immediately prior to the making or the consummation of the Exchange Offer, regardless of any other provisions regarding record dates in this Indenture and (5) subject to compliance with Section 1008 hereof, all provisions of this Indenture shall be construed and interpreted to permit the issuance of such Additional Securities and to allow such Additional Securities to become fungible and interchangeable with the Securities issued on the Issue Date (and Exchange Securities issued in exchange therefor). The Securities shall be known and designated as the "-% “5.75% Senior Subordinated Notes due 2008" 2022” of the IssuerCompany. Their A separate reference may be made to each series. The Stated Maturity of the Securities shall be -October 1, 2008 2022, and they the Securities shall each bear interest at the rate of -% 5.75% per annum, as such interest rate may be adjusted as set forth in the Securities, from -August 28, 1998 2012, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on - April 1 and -October 1 in each year, commencing -as of April 1, 19982013 (with respect to Securities issued on the Issue Date), until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Issuer in Company maintained for such purposes (which initially shall be a corporate trust office of an affiliate of the Borough of ManhattanTrustee located at 000 Xxxxxxx Xxxxxx, The City of New York, New YorkYork 10286, maintained for such purpose and at any other office or agency maintained by the Issuer for such purposeAttention: Corporate Trust Administration); PROVIDEDprovided, HOWEVERhowever, that at the option of the Issuer payment of interest may be made at the option of the Company by wire or by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register; PROVIDED. For all purposes hereunder, FURTHER, that all payments the Series A Securities and the Series B Securities shall 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 principal of (and premium, if any) and interest on Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl pursuant to Section 1014. The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Securities shall not have the benefit of any sinking fund obligations. The Debt evidenced by these Securities shall be subject subordinated in right of payment to defeasance at Senior Debt in accordance with the option terms of Article Fourteen hereof. At the 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenFour.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000110,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 308, 906, 1012, 1013 or 11081108 or pursuant to an Exchange Offer. The Initial Securities shall be known and designated as the "-% 11 5/8% Senior Guaranteed Notes due 2008Due 2004" of and the IssuerExchange Securities shall be known and designated as the "11 5/8% Series B Senior Guaranteed Notes Due 2004"of the Company. Their Stated Maturity shall be -January 15, 2008 2004, and they shall bear interest at the rate of -% 11 5/8% per annumannum from January 28, from -1997, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on - January 15 and -July 15 in each year, commencing -July 15, 19981997, until the principal thereof is paid or made available for paymentduly provided for, to the Person in whose name the Security (or any predecessor Security) is registered at the close of business on the December 31 or June 30 next preceding such Interest 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 office or agency of the Issuer Company in the Borough of Manhattan, The City of New York, New York, York maintained for such purpose and purposes, (which initially shall be the office of the Trustee located at any other office or agency maintained by the Issuer for such purpose; PROVIDED000 Xxxx 00xx Xxxxxx, HOWEVERXxx Xxxx, that XX 10036) or, 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; PROVIDED, FURTHER, provided that all payments of with respect to the principal of (and premiumU.S. Global Security, if any) and interest on Securities, as well as Physical Securities the Permitted Holders of which have given wire transfer instructions to the Issuer Trustee (or its agent at least 10 Business Days prior to other Paying Agent) by the applicable payment dateRegular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted the Holders in 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 Depositarythereof. 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 shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $150,000,000375,000,000 principal amount of Initial Securities and up to $375,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.04, 3053.05, 3063.06, 307, 906 9.06 or 110811.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "-% “7% Senior Subordinated Notes due 2008" 2014” of the IssuerCompany. Their Stated Maturity for payment of principal shall be -February 15, 2008 and they 2014. Interest on the Securities shall bear interest accrue at the rate of -% 7% per annumannum and shall be payable semiannually in arrears on each February 15 and August 15, from -commencing August 15, 1998 or 2004 to the Holders of record of Securities at the close of business on February 1 and August 1, respectively, immediately preceding such Interest Payment Date. Interest on the Securities will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as if no interest has been paid, from January 28, 2004; provided, however, that interest on Additional Securities will accrue from their date of issuance. Interest on the case may be, payable semiSecurities will be computed on the basis of a 360-annually on - and day year comprised of twelve 30-, commencing -, 1998, until the principal thereof is paid or made available for paymentday months. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency Corporate Trust Office of the Issuer Trustee in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenXII.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$750,000,000 is limited to $150,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 303, 304, 305, 306, 307516, 906 908, 1108 or 11081111. The Initial Securities shall be known and designated as the "-% 6.375% Senior (Secured) Notes due 20082014" and the Exchange Securities shall be known and designated as the "6.375% Exchange Senior (Secured) Notes due 2014", in each case, of the IssuerCompany. Their The Stated Maturity of the Securities shall be -March 1, 2008 2014 and they shall bear interest at the rate of -% 6.375% per annumannum from February 20, from -2004, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on September 1, payable 2004, and semi-annually thereafter on - March 1 and -, commencing -, 1998September 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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, 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 the Issuer Company or its agent the Paying Agent at least 10 Business Days prior to the applicable payment datedate 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 Permitted Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of any amount principal shall be payable in respect of a Global Security will be made in accordance with the applicable procedures only upon surrender of the DepositarySecurity 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 shall be Guaranteed by the Guarantor as provided in Article Thirteenthis Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,00075,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3069.6, 307or 11.8 and except that the Company may, 906 or 1108if, when and as authorized by a Board Resolution, issue additional Securities under this Indenture of substantially the same tenor herein set forth, which additional securities shall be treated as Securities for all purposes of this Indenture. The Securities shall be known and designated as the "-% 5.85% Senior Notes due 20082014" of the IssuerCompany. Their Stated Maturity shall be -April 15, 2008 2014, and they shall bear interest at the rate of -% 5.85% per annum, from -April 12, 1998 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - April 15 and -October 15, commencing -October 15, 19982004, until the principal thereof is paid or made available for payment. The Payment of the principal of (and of, premium, if any) , and interest on the Securities shall be payable made, subject to surrender of the Security in the case of payment of principal and premium, if any, at the office or agency of the Issuer Company maintained for that 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 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, or in such other manner as may be mutually acceptable to the Company and the Trustee; PROVIDED, FURTHERHOWEVER, that all payments of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have upon written request by any Holder given wire transfer instructions to the Issuer or its agent at least 10 Business Days Trustee not later than 15 days prior to the applicable Stated Maturity of principal or interest, payment dateof principal or interest due at the Stated Maturity may be made, will be required subject to be made surrender of the Security in the case of payment of principal, by wire transfer of in immediately available funds at such place and to such account as may be designated by the accounts specified by such Permitted Holders in 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 DepositaryPerson entitled thereto pursuant to Section 3.7. 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 rank PARI PASSU with other existing and future unsecured senior indebtedness of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenCompany.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, 360,500,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 307, 906 9.6 or 110811.6. The Securities shall be known and designated as the "-% 9% Senior Subordinated Notes due 2008December 1, 2006" of the IssuerCompany. Their Stated Maturity shall be -December 1, 2008 2006, at which time the Securities will become due and payable together with any accrued and unpaid interest thereon (including Additional Sums and Additional Amounts, if any) and they shall bear interest at the rate of -% 9% per annum, from -the Issue Date, 1998 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 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 semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available Issue Date. Interest in arrears for payment. The principal of more than one quarter (and premium, if anyinterest thereon) and will accrue interest (compounded quarterly) at the same rate. Payments on the Securities issued as a Global Security shall be payable at the office or agency of the Issuer made 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 immediately available funds to the address of Depository. In the Person entitled thereto as such address shall appear event that Securities are issued in the Security Register; PROVIDEDcertificated form, FURTHER, that all payments of the principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on Securitiesthe Securities shall be payable at the office maintained by the Company pursuant to Section 10.2; provided, that unless the Permitted Holders Securities are held by the Trust or any permissible successor entity as provided under the Declaration in the event of which have given wire transfer instructions to a merger, consolidation or amalgamation of the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoingTrust, payment of any amount payable in respect of a Global Security will interest may be made in accordance with at the applicable procedures option of the DepositaryCompany by check mailed to the address of the persons entitled thereto, as such address shall appear in the Register. 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 Company as provided in Article XII. The Securities shall be Guaranteed by the Subsidiary Guarantors as provided in Article XIII. The Subsidiary Guaranties shall be subordinated in right of any sinking fund obligationspayment to Senior Indebtedness of the Subsidiary Guarantors as provided in Article XIV. The Securities shall be subject to defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenSection 4.3.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, except Except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities Debentures pursuant to Section 304Sections 3.4, 3053.5, 3069.6 or 11.8, 307the aggregate principal amount of Debentures which may be authenticated and delivered under this Indenture, 906 or 1108is limited to $25,000,000. The Securities Debentures may 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 of the Company to its shareholders, as described in the Offering Circular. The Debentures may be issued only in registered form without coupons, and shall be known and designated as the "-% Senior Notes due 2008Unsecured, Subordinated Debentures" of the IssuerCompany. Their Stated Maturity shall be -, 2008 and they shall bear interest at the rate of -% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually Principal on - and -, commencing -, 1998, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities any Debenture shall be payable at in one installment on the office date of Maturity, unless paid earlier, in whole or agency in part, by declaration of acceleration, redemption or otherwise. The Maturity Date of any Debenture shall be the last day of the Issuer 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 Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 DepositaryCompany. 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 shall be Guaranteed by Debentures are unsecured debt obligations of the Guarantor as provided in Article ThirteenCompany.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,00069,000,000 (including $9,000,000 aggregate principal amount of Securities that may be sold by the Company pursuant to the over-allotment option granted pursuant to the Underwriting Agreement, dated May ___, 1997, among the Company, Xxxxx Xxxxxx, Inc., Xxxxxx, Read & Co. Inc., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and Xxxxxxx, Sachs & Co., except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307906, 906 1108, 1302 or 11081405. The Securities shall be known and designated as the "-% Senior ____% Convertible Subordinated Notes due 2008Due 2004" of the IssuerCompany. Their Stated Maturity shall be -______, 2008 2004 and they shall bear interest at the rate of -% ____% per annum, from -, 1998 and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - _________ and -_______ commencing ________, commencing -, 19981997, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The principal of (and premium, if any) , and interest on the Securities shall be payable at the office or agency of the Issuer 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 may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000650,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906 308, 906, 1012, 1108 or 1108otherwise. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the Holders of Securities, create and issue Additional Securities under this Indenture ranking equally with the Securities in all respects, subject to the limitations described in Section 1008 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, vote together with the Securities and have the same terms as to status, redemption or otherwise as the Securities. References to the Securities under this Indenture include these Additional Securities if they are in the same series, unless the context requires otherwise. The Securities shall be known and designated as the "-% “4.625% Senior Notes due 2008" 2029” of the IssuerCompany. Their The Stated Maturity of the Securities shall be -November 15, 2008 2029, and they the Securities shall each bear interest at the rate of -% 4.625% per annum, as such interest rate may be adjusted as set forth in the Securities, from -October 27, 1998 2021, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on - May 15 and -November 15 in each year, commencing -as of May 15, 1998, 2022 until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Issuer 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); 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; PROVIDED, FURTHER, that all payments of . The Securities shall be subject to repurchase by the principal of (and premium, if any) and interest on Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenFour.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to $150,000,000Indenture, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304this Indenture, 305is limited to $50,000,000; provided, 306that subject to applicable law, 307the maximum aggregate principal amount of the Notes hereunder may be increased from time to time, 906 if, when and as authorized by a Board Resolution and upon delivery to the Trustee of a Company Order. Unless the context otherwise requires, Original Notes and the Exchange Notes of like tenor and terms shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or 1108other Act of the Holders. The Securities Notes shall be known and designated as the "-% 7.25% Senior Notes due 20082034" of the IssuerCompany. Their Stated Maturity shall be -November 15, 2008 2034, and they shall bear interest at the rate of -% 7.25% per annum, from -November 16, 1998 2004 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - May 15 and -November 15, commencing -May 15, 19982005, until and excluding such date on which the principal thereof is paid or made available for payment. The All amounts payable in respect of the Notes shall be made in United States dollars. Payment of the principal of (and premiumof, if any) and interest on on, the Securities Notes shall be payable made, subject to surrender of the Note in the case of payment of principal at the office or agency of the Issuer Company maintained for that 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 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; 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 or in such other manner as may be mutually acceptable to the Issuer or its agent at least 10 Business Days Company and the Trustee; provided, however, upon written request by any Holder given to the Trustee not later than 15 days prior to the applicable Stated Maturity of principal or interest, payment dateof principal or interest due at the Stated Maturity may be made, will be required subject to be made surrender of the Note in the case of payment of principal, by wire transfer of in immediately available funds at such place and to such account as may be designated by the accounts specified by such Permitted Holders in such instructionsPerson entitled thereto pursuant to Section 3.09. 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 Depositary. The Securities shall be redeemable as As provided in Article Eleven. The Securities shall 11, the Notes may not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance redeemed, in whole or in part, at the option of either the Issuer as provided in Article TwelveCompany or any Holder prior to the Stated Maturity. The Securities provisions for Defeasance of the Notes under Section 12.02 and Covenant Defeasance of the Notes under Section 12.03, apply to the Notes. The Notes shall be Guaranteed by rank pari passu with other existing and future unsecured senior indebtedness of the Guarantor as provided in Article ThirteenCompany.

Title and Terms. The Securities may be issued in two series, a series of Initial Securities and a series of Exchange Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307906, 906 1012, 1016 or 1108. The Securities shall be known and designated as the "-% 8% Senior Subordinated Notes due 20082010" of the IssuerCompany. Their The Stated Maturity of the Securities shall be -October 15, 2008 2010, and they the Securities shall each bear interest at the rate of -% per annum8% from June 11, from -1998, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, as the case may be, payable semi-annually semiannually on - April 15 and -October 15, in each year, commencing -October 15, 1998, until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in the Borough of Manhattan, The City of New York, New York, maintained for such purpose and at any such other office or agency of the Company as may be maintained by the Issuer for such purpose; PROVIDEDprovided, HOWEVERhowever, that interest may be paid 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 addresses shall appear in on the Security Register; PROVIDED, FURTHER, that all payments of . The Securities shall be subject to repurchase by the principal of (and premium, if any) and interest on Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will be made Change in accordance with the applicable procedures of the DepositaryControl pursuant to Section 1016. 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 TwelveFour. The Indebtedness evidenced by the Securities shall be Guaranteed by the Guarantor subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen12.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Xxxxxxx 000, 305000, 306000, 307000, 906 or 1108000 xx 0000. The Securities shall be known and designated as the "-% 6 3/4% Senior Notes due 2008" of the Issuer. Their Stated Maturity shall be -May 15, 2008 and they shall bear interest at the rate of -% 6 3/4% per annum, from -May 11, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-semi- annually on - May 15 and -November 15, commencing -November 15, 1998, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest inter est on the Securities shall be payable at the office or agency of the Issuer 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; PROVIDEDprovided, HOWEVER-------- 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; PROVIDEDprovided, FURTHERfurther, 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,00063,250,000 (including $8,250,000 aggregate principal amount of Securities that may be sold to the Initial 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 3043.04, 3053.05, 3063.06, 3079.06, 906 11.08, 13.02 or 110814.05. The Securities shall be known and designated as the "-% Senior 7 1/4% Convertible Subordinated Notes due 20082004" of the IssuerCompany. Their Stated Maturity shall be -April 15, 2008 2004 and they shall bear interest at the rate of -% 7 1/4% per annum, from -, 1998 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - April 15 and -October 15 commencing October 15, commencing -, 19981997, until the principal thereof is paid or made available for payment. 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 office or agency of the Issuer 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; 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; 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 . The Securities shall be subject to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders restrictions set forth in 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 DepositarySection 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 shall be Guaranteed by the Guarantor convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article Fourteen.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$500,000,000 is limited to $150,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307516, 906 908, 1015, 1108 or 11081111. The Initial Securities shall be known and designated as the "-% “9.625% Senior (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. Their The Stated Maturity of the Securities shall be -May 1, 2008 2011 and they shall bear interest at the rate of -% 9.625% per annumannum from May 2, from -2001, 1998 or from the most recent Interest Payment Date 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 - May 1 and -, commencing -, 1998November 1 in each year and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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 Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 of the Issuer as provided in Article TwelveCompany’s compliance with Sections 1007 and 1008. The Any Additional Securities shall be Guaranteed by issued with the Guarantor as provided in Article Thirteenbenefit of an indenture supplemental to this Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108. The Securities Debentures shall be known and designated as the "-% Senior Notes 14% Debentures due 20082007" of the IssuerCompany. Their Stated Maturity Principal and interest on the Debentures to the extent not previously paid in full in cash shall be -due and payable in cash on the maturity of the Debentures, 2008 and they which shall bear interest be September [15], 2007 ("Maturity Date"). Interest shall accrue from __________, 2001 at the rate of -% fourteen percent (14%) per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, annum until the principal thereof is paid or made available for payment. Interest shall be payable semiannually in arrears on ___________ 15 and __________ 15 in each year, commencing _________ 15, 2002 (each an "Interest Payment Date"). Interest shall be payable to the Holders of record of the Debentures at 5:00 p.m., New York City time, on the fifteenth Business Day immediately preceding the Interest Payment Date (each such date, a "Reference Date"). On each Interest Payment Date to and including __________, 2005, interest shall be payable as follows: (i) interest at the rate per annum of two percent (2%) shall be paid in cash, and (ii) interest at the rate per annum of twelve percent (12%) shall be paid in kind through the issuance of Additional Debentures having an aggregate principal amount equal to the difference between (x) the amount of interest that would be payable on the aggregate outstanding principal amount of Debentures (including any Additional Debentures theretofore issued) at the rate per annum of fourteen percent (14%) and (y) the amount of interest payable on such Interest Payment Date in cash pursuant to the foregoing clause (i), and on each Interest Payment Date thereafter (to and including the maturity date of the Debentures), interest on the Debentures (including any Additional Debentures theretofore issued) shall be paid solely in cash. Notwithstanding the foregoing, the Company, in its sole and absolute discretion, and upon written notice to the Trustee given 30 days prior to an Interest Payment Date, may elect to pay in cash the whole or any portion of any interest payment that is entitled to be paid in kind through the issuance of Additional Debentures, and the Company's payment of any such interest portion in cash in lieu of Additional Debentures shall have no effect on the Company's rights to make future interest payments in Additional Debentures as permitted by this Indenture. Interest on the Debentures shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. The principal Debenture shall be in the same form and subject to the same terms (including the rate of (interest from time to time payable thereon); Principal of, and premium, if any) , and interest on, Global Debentures shall be payable to the Depositary in immediately available funds. Principal and premium, if any, and interest on the Securities Debentures shall be payable at the office or agency of the Issuer Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Debentures will be payable by (i) for the cash portion, (x) by U.S. Dollar check drawn on a bank in the 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 York mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; PROVIDED, FURTHERor (y) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of $5,000,000, that all payments of by wire transfer in immediately available funds, and (ii) for the principal of portion (and premium, if any) paid by issuance of Additional Debentures, by the issuance and interest on Securities, the Permitted Holders of which have given wire transfer instructions delivery to the Issuer or its agent at least 10 Business Days prior to Trustee for authentication of certificates representing Additional Debentures, registered in the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 name of the Depositary. The Securities shall be redeemable as provided registered holder thereof, 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 aggregate principal amount of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article Thirteeninterest then so payable.

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000200,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.4, 3053.5, 3063.6, 3079.6 or 11.8, 906 Exchange Securities or 1108in connection with an Offer to Purchase pursuant to Sections 10.19 or 10.21. Subject to Section 3.5, the Securities will be represented by one or more Global Securities in the name of the Depositary or its nominee. The Securities shall be known and designated as the "-% __% Senior Notes due 20082012" of the IssuerCompany. Their Stated Maturity shall be -December 1, 2008 2012 and they shall bear interest at the rate of -% 9 5/8% per annum, from -November 27, 1998 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - June 1 and -December 1, commencing -June 1, 19982003, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company in the Borough of Manhattan, 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; PROVIDED. Notwithstanding any other provision of this Section 3.1, FURTHERif the Securities are in the form of one or more Global Securities, that all payments immediately available funds for the payment of the principal of (and premium, if any) and interest on Securitiesthe Securities due on any Interest Payment Date or at Maturity, as the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment datecase may be, will be required made available to be made by wire transfer of immediately available the Paying Agent to permit the Paying Agent to pay such funds to the accounts specified by Depositary on such Permitted Holders respective dates. The Depositary will allocate and pay such funds to the owners of beneficial interests in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect of a Global Security will be made Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the applicable procedures of the DepositaryCompany pursuant to an Offer to Purchase as provided in Sections 10.19 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 Initial Securities and the Exchange Securities shall be subject to defeasance at the option considered collectively as a single class for all purposes of this Indenture. Holders of the Issuer Initial Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as provided in Article Twelve. The one class, and none of the Holders of the Initial Securities or the Exchange Securities shall be Guaranteed by have the Guarantor right to vote or consent as provided in Article Thirteena separate class on any matter to which such Holders are entitled to vote or consent.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however, that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to $150,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 307, 906 or 1108a supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "-% “7.250% Senior Notes due 2008" 2026” of the IssuerCompany. Their Stated Maturity The stated maturity of the Notes shall be -March 15, 2008 2026 (the “Stated Maturity”), and they the Notes shall bear interest at the rate of -% per annumprovided in the Notes from September 20, from -2017, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available duly provided for paymentand to the Person in whose name the Note (or any Predecessor Note) is registered at the close of business on the March 1 and September 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) ), interest and interest Additional Interest, if any, on the Securities Notes shall be payable at the office or agency of the Issuer 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 Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security Note Register; PROVIDED, FURTHER, provided that all payments of the principal of (and principal, premium, if any) , and interest on Securitiesand Additional Interest, if any, with respect to Notes represented by one or more permanent global Notes registered in the Permitted Holders name of which have given wire transfer instructions to or held by the Issuer Depository or its agent at least 10 Business Days prior to the applicable payment date, will be required to nominee shall be made by wire transfer of immediately available funds to the accounts specified by such Permitted the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in such instructions. Notwithstanding whole or in part, in the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl pursuant to Section 1017. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article ElevenEleven of this Indenture and Paragraph 5 of the Notes. The Securities shall not have due and punctual payment of principal of, premium, if any, and interest on the benefit of any sinking fund obligations. The Securities shall be subject Notes payable by the Company is irrevocably unconditionally guaranteed, to defeasance at the option extent set forth herein, by each of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenSubsidiary Guarantors.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906 308, 906, 1012, 1014 or 1108. The Securities shall be known and designated as the "-% 12 3/4% Senior Notes due 20082007" of the IssuerCompany. Their The Stated Maturity of the Securities shall be -December 15, 2008 2007, and they the Securities shall each bear interest at the rate of -% 12 3/4% per annum, as such interest rate may be adjusted as set forth in the Securities, from -December 18, 1998 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on - June 15 and -December 15 in each year, commencing -June 15, 1998, until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Issuer Company in the Borough of Manhattan, The City of New York, New York, San Francisco maintained for such purpose and purposes (which initially will be a corporate trust office of the Trustee located at any other office or agency maintained by the Issuer for such purpose000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 94111); 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; PROVIDED. For all purposes hereunder, FURTHER, that all payments 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 principal of (and premium, if any) and interest on Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenFour.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000___________ (including $__________ aggregate principal amount of Securities that may be sold by the Company pursuant to the over-allotment option granted pursuant to the Underwriting Agreement, dated September ___, 1997, among the Company, Xxxxx Xxxxxx Inc., BT Alex. Xxxxx Incorporated, Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307906, 906 1108, 1302 or 11081405. The Securities shall be known and designated as the "-% Senior ____% Convertible Subordinated Notes due 2008Due 2004" of the IssuerCompany. Their Stated Maturity shall be -September 1, 2008 2004 and they shall bear interest at the rate of -% ____ % per annum, from -, 1998 and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - March 1 and -, September 1 commencing -March 1, 1998, until the principal thereof is paid or made available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Company shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. The principal of (and premium, if any) , and interest on the Securities shall be payable (i) in same day funds on or prior to the payment dates with respect to such amounts in the case of Securities held of record by DTC or its nominee and (ii) at the office or agency offices of the Issuer Trustee in the Borough of Manhattan, The City of New York, New York, York (or such other office maintained for such that purpose and at any pursuant to Section 1002) in the case of Securities held of record by Holders other office than DTC or agency maintained by the Issuer for such purposeits nominee; PROVIDEDprovided, HOWEVERhowever, that at the option of the Issuer Company payment of interest may be made made, with respect to Securities held of record by a Holder other than DTC or its nominee, by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 shall be Guaranteed by subject to repurchase at the Guarantor option of the Holder as provided in Article ThirteenFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000125,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906 308, 906, 1012, 1015 or 1108. The Securities shall be known and designated as the "-% 11% Senior Subordinated Notes due 2008" of the IssuerCompany. Their The Stated Maturity of the Securities shall be -August 1, 2008 2008, and they the Securities shall each bear interest at the rate of -% 11% per annum, as such interest rate may be adjusted as set forth in the Securities, from -July 31, 1998 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on - February 1 and -August 1 in each year, commencing -February 1, 19981999, until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Issuer Company in the Borough of Manhattan, The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 100 Wall Street, 20th Floor, New York, New York, maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose10005); PROVIDEDprovided, HOWEVERhowxxxx, that at the xxxx xxxxxxx xx xxxxxxxx xxx xx xxxx xx xhe 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; PROVIDED. For all purposes hereunder, FURTHER, that all payments 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 principal of (and premium, if any) and interest on Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl pursuant to Section 1014. The Securities shall be redeemable as provided in Article ElevenEleven and in the Securities. The Securities shall not have the benefit of any sinking fund obligations. The Indebtedness evidenced by these Securities shall be subject to defeasance at subordinated in right of payment with all other Senior Indebtedness. 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenFour.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited to $150,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, except for Securities authenticated 3.13 and delivered upon registration 10.11 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108the same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "-% “7.875% Senior Notes due 2008" Due 2029” of the Issuer. Their The Stated Maturity of the principal of Notes shall be -December 15, 2008 2029, and they the Notes shall bear interest at the rate of -% 7.875% per annumannum from the Issue Date, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable commencing on June 15, payable 2024 and semi-annually thereafter in arrears on - June 15 and -, commencing -, 1998December 15 of each year, until the principal thereof is paid or made available duly provided for paymentand to the Person in whose name the Note (or any Predecessor Note) is registered at the close of business (if applicable) on the June 1 and December 1 (whether or not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, New York, Paying Agent maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; PROVIDEDas set forth in Section 3.02, HOWEVERor, that at the option of the Issuer Issuer, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear Holders at their respective addresses set forth in the Security RegisterNote Register of Holders or by wire transfer; PROVIDED, FURTHER, provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of (and premium, if any) and interest on Securitiesthe Notes payable by the Issuer is irrevocably unconditionally guaranteed, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment dateextent set forth herein, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 each of the Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenGuarantors.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000400,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 11081108 or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. The Securities shall be known and designated as the "-% ____% Senior Notes due 20082007" of the IssuerCompany. Their The Stated Maturity of the Securities shall be -[September] __, 2008 and they 2007. The Securities shall bear interest at the rate of -% ____% per annum, from -[September] __, 1998 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 - __________ and -__________, commencing -___________, 1998, until the principal thereof is paid or made available for payment. The In the case of a default in payment of principal of and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any) ), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 1% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on unpaid interest shall also be payable on demand. Payments on the Securities issued as a Global Security shall be made in immediately available funds to the Depositary. In the event that 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 or agency of the Issuer 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 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; PROVIDED, FURTHER, that all payments of . The Securities shall be subject to repurchase by the principal of (Company pursuant to an Offer to Purchase as provided in Sections 1013 and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary1016. 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 shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however that any additional Notes issued under this Indenture are issued in accordance with Section 3.03 hereof, as part of the same series as the Initial Notes, form a single class with the Initial Notes and shall have the same terms as to $150,000,000status, except for Securities authenticated and delivered upon registration of transfer ofredemption, conversion or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108otherwise as the Initial Notes. The Securities Notes shall be known and designated as the "-% “7.00% Senior Subordinated Convertible Notes due 2008" 2031” of the IssuerCompany. Their The Stated Maturity of the Notes shall be December 31, 2031. Interest on the Notes will be payable semi-annually on June 30 and December 31 of each year starting on December 31, 2008 and they shall bear interest 2021 to Holders of record at the close of business on the preceding June 1 and December 1, respectively. Interest shall accrue on the Notes at a rate of -% 7.0% per annum. Interest will accrue on the Notes from and including the Issuance Date or from, from -and including, 1998 or from the most recent Interest Payment Date to last date in respect of which interest has been paid or duly provided for, as the case may be, payable semito, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be. Interest will be computed on the basis of a 360-annually on - and day year comprised of twelve 30-, commencing -, 1998day months, until the principal thereof is paid or made available for paymentduly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand in the form as provided in Article Fourteen hereof. The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Issuer 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; PROVIDEDprovided, HOWEVERhowever, that that, at the option of the Issuer Company, payment of 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 Note Register; PROVIDED, FURTHER, provided that all payments of the principal of (and principal, premium, if any) , and interest on Securities, with respect to Notes represented by one or more permanent Global Notes registered in the Permitted Holders name of which have given wire transfer instructions to or held by the Issuer Depository or its agent at least 10 Business Days prior to the applicable payment date, nominee will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted the Holders in 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 Depositarythereof. The Securities Notes shall be convertible into Common Stock pursuant to Article Fourteen. The Notes shall be redeemable as provided in Article Eleven. The Securities shall not have Eleven 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenNotes.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $150,000,000210,000,000 principal amount of Initial Securities and up to $210,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, except for authenticated and delivered pursuant to Section 3.15, and Securities may be authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304Sections 3.04, 3053.05, 3063.06, 307, 906 9.06 or 110811.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "-% “10 3/4% Senior Notes due Due 2008" ” of the IssuerCompany. Their Stated Maturity for payment of principal shall be -April 15, 2008 and they 2008. Interest on the Securities shall bear interest accrue at the rate of -% 10.75% per annumannum and shall be payable semiannually in arrears on each April 15 and October 15, from -commencing April 15, 1998 or 2003 to the Holders of record of Securities at the close of business on April 1 and October 1, respectively, immediately preceding such Interest Payment Date. Interest on the Securities will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as if no interest has been paid, from October 15, 2002; provided, however, that interest on Additional Securities will accrue from their date of issuance. Interest on the case may be, payable semiSecurities will be computed on the basis of a 360-annually on - and day year comprised of twelve 30-, commencing -, 1998, until the principal thereof is paid or made available for paymentday months. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency Corporate Trust Office of the Issuer Trustee in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenXII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Supplemental Indenture shall be unlimited. The Company is limited initially issuing $150,000,000 aggregate principal amount of Securities as of the date hereof. This series of Securities may be reopened from time to $150,000,000time for the issuance of additional Securities of this series, subject to compliance with Section 704. Any additional Securities issued shall have the identical terms as the Securities issued on the Issue Date, except for the date of issuance, issue price and first Interest Payment Date, and shall form a single series with the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108issued on the Issue Date. The Securities shall be known and designated as the "-% “71/2% Senior Notes due 2008" 2013” of the IssuerCompany. Their The Stated Maturity of the Securities shall be -April 15, 2008 2013 and they shall bear interest at the rate of -% 7.50% per annumannum from the date of issuance, from -, 1998 or from the most recent Interest Payment Date 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 - and day year comprised of twelve 30-, commencing -, 1998day months, until the principal thereof is paid or made available for paymentduly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; PROVIDED, FURTHER, that all payments of . Holders shall have the principal of (and premium, if any) and interest on right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will Change of Control pursuant to Section 710. The Securities shall be made subject to repurchase by the Company pursuant to an Asset Disposition as provided in accordance with the applicable procedures of the DepositarySection 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenSecurities.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,00057,500,000 (including $7,500,000 aggregate principal amount of Securities that may be sold to the Initial 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 304, 305, 306, 307906, 906 1108, 1302 or 11081405. The Securities shall be known and designated as the "-% Senior 7% Convertible Subordinated Notes due 20082004" of the IssuerCompany. Their Stated Maturity shall be -December 1, 2008 2004 and they shall bear interest at the rate of -% 7% per annum, from -, 1998 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - June 1 and -, December 1 commencing -June 1, 1998, until the principal thereof is paid or made available for payment. 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 office or agency of the Issuer 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; 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 . The Securities shall be subject to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders restrictions set forth in 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 DepositarySection 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 shall be Guaranteed by the Guarantor convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities the Notes which may be authenticated and delivered issued under this Indenture is limited to $150,000,000not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections ‎2.02, except for Securities authenticated 3.13 and delivered upon registration ‎10.07 hereof, as part of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108the same series as the Initial Notes. The Securities terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be known and designated as the "-% “4.625% Senior Notes due 2008" 2029” of the Issuer. Their The Stated Maturity of the Notes shall be -May 1, 2008 2029, whether or not a Business Day, and they the Notes shall bear interest at the rate of -% 4.625% per annumannum from the Issue Date, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on November 1, payable 2021 whether or not a Business Day, and semi-annually thereafter on - May 1, whether or not a Business Day, and -November 1, commencing -whether or not a Business Day, 1998in each year and at said Stated Maturity, until the principal thereof is paid or made available duly provided for paymentand to the Person in whose name the Note (or any Predecessor Note) is registered at the close of business on April 15, whether or not a Business Day, and October 15, whether or not a Business Day, immediately preceding such Interest Payment Date (each, a “Regular Record Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each interest period will end on (but not include) the relevant interest payment date. The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office offices or agency agencies of the Issuer set forth in the Borough of Manhattan‎Section 3.02, The City of New Yorkor, 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 Issuer, payment of interest may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; PROVIDED, FURTHER, provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the Depository. If the due date for any payment in respect of any Notes is not a Business Day at the place at which such payment is due to be paid, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day at such place, and will not be entitled to any further interest or other payment as a result of any such delay. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to ‎Section 10.12. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in ‎Section 10.13. The Notes shall be redeemable as provided in ‎Article 11. The due and punctual payment of principal of (and premium, if any) and interest on Securitiesthe Notes payable by the Issuer is irrevocably unconditionally guaranteed, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment dateextent set forth herein, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 each of the Depositary. 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenGuarantors.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000500,000,000 in principal amount of Notes and $250,000,000 in principal amount of Debentures, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 303, 304, 305, 306, 307, 906 307 or 1108906. The Securities Notes shall be known and designated as the "-% [ ]% Senior Notes due 2008Due November __, 2006" of the Issuer. Their The Stated Maturity of the Notes shall be -[ ], 2008 2006, and they the Notes shall each bear interest at the rate of -% [ ]% per annum, from -[ ], 1998 1996, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually in arrears on - __________ and -__________ in each year, commencing -______________, 1998to persons who are registered Holders of Securities at the close of business on the __________ or __________ immediately preceding such Interest Payment Date, until the principal thereof is paid or made available for paymentduly provided for. Interest on any overdue principal shall be payable on demand. The Debentures shall be known and designated as the "[ ]% Senior Debentures Due November __, 2026" of the Issuer. The Stated Maturity of the Debentures shall be [ ], 2026, and the Debentures shall each bear interest at the rate of [ ]% per annum, from [ ], 1996, or from the most recent Interest Payment Date to which interest has been paid, payable semi-annually in arrears on __________ and __________ in each year, commencing _______________, to persons who are registered Holders of Securities at the close of business on the __________ or __________ immediately preceding such Interest Payment Date, until the principal of (and premiumthereof is paid or duly provided for. Interest on any overdue principal shall be payable on demand. Principal of, if any) and interest on on, the Securities shall be payable in immediately available funds and, subject to the limitations applicable to Global Securities, the Securities will be exchangeable and transferable at the an office or agency of the Issuer Issuer, one of which will be maintained for such purposes in the Borough of Manhattan, The City of New York, New York, maintained for York (which initially will be the Corporate Trust Office of the Trustee) or such purpose and at any other office or agency maintained by the Issuer for such purposepermitted under this Indenture; PROVIDEDprovided, HOWEVERhowever, that payment of interest may be made at the option of the Issuer payment of interest may be made by check mailed to the address of the Person Persons entitled thereto as such address shall appear in shown on the Security Register; PROVIDEDRegister on the Regular Record Date. Any amounts paid, FURTHERor caused to be paid, that by the Company or its assignee (or any successor to the Company or such assignee) under the Company Guarantees, or paid by any successor to the Issuer under the Indenture, will be paid without deduction or withholding of any and all payments present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the principal United Kingdom (including any political subdivision or taxing authority thereof) or the jurisdiction of incorporation or residence (and premium, if anyother than the United States or any political subdivision or taxing authority thereof) and interest on Securities, of any assignee of the Permitted Holders of which have given wire transfer instructions Company or any successor to the Issuer or its agent the Company, or any political subdivision or taxing authority thereof (an "Other Jurisdiction"), or, if deduction or withholding of any taxes, levies, imposts or other governmental charges shall at least 10 Business Days prior to the applicable payment date, will any time be required by the United Kingdom or an Other Jurisdiction, the Company, its assignee or any relevant successor will (subject to timely compliance by the Holders or beneficial owners of the relevant Securities with any relevant administrative requirements) pay, or cause to be made by wire transfer of immediately available funds to the accounts specified by paid, such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable additional amounts ("Additional Amounts") in respect of principal or interest as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under the Indenture, as the case may be, pursuant to the Indenture or the Company Guarantees, after such deduction or withholding, shall equal the respective amounts of principal and interest, as specified in the Securities to which such Holders or the Trustee are entitled; provided, however, that the foregoing shall not apply to (i) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Security is or has been a Global domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in, the United Kingdom or an Other Jurisdiction, or otherwise has or has had some connection with the United Kingdom or an Other Jurisdiction (other than the holding or ownership of a Security, or the collection of principal of, and interest on, or the enforcement of, a Security or Company Guarantee), (ii) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future taxes, levies, imposts or other governmental charges which are payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security or Company Guarantee, (iv) any present or future taxes, levies, imposts or other governmental charges which would not have been so imposed, assessed, levied or collected but for the failure to comply, on a sufficiently timely basis, with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the United Kingdom or an Other Jurisdiction or any other relevant jurisdiction of the Holder or beneficial owner of the relevant Security, if such compliance is required by a statute or regulation of the United Kingdom or an Other Jurisdiction, or by a relevant treaty, as a condition to relief or exemption from such taxes, levies, imposts or other governmental charges, (v) any present or future taxes, levies, imposts or other governmental charges (A) which would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Security had been the Holder of such Security, or (B) which, if the beneficial owner of such Security had held the Security as the Holder of such Security, would have been excluded pursuant to clauses (i) through (iv) above, or (vi) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge. No payments of Additional Amounts with respect to the Indenture or the Company Guarantees will be made due to any deduction or withholding requirement imposed by any governmental unit other than the United Kingdom or an Other Jurisdiction (including any taxing authority or political subdivision thereof). Except with respect to a Tax Redemption (as defined in accordance with Section 1301(a)), the applicable procedures of the Depositary. The Securities shall not be redeemable as provided in Article Eleven. The Securities prior to Maturity and shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance or covenant defeasance at the option of the Issuer Company as provided in Article Twelve. The Securities shall be Guaranteed guaranteed by the Guarantor Company Guarantees pursuant to the provisions of Article Eleven including, without limitation, the provision for the release of the Company Guarantees under the conditions provided for therein. For all purposes hereunder, the Notes and the Debentures will be treated as provided one class, including with respect to any amendment, waiver, acceleration or any other Act of the Holders. The Notes and the Debentures rank pari passu in Article Thirteenright of payment with each other and rank pari passu in right of payment of principal and interest with all other existing and future unsecured and unsubordinated obligations of, and will be senior in right of payment and interest to all subordinated obligations of, the Issuer and the Company, respectively.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture is limited not limited; provided, however, that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Section 2.02, Section 3.12 and Section 10.09 hereof, form a single class with the Initial Notes and shall have the same terms as to $150,000,000status, except for Securities authenticated and delivered upon registration of transfer of, redemption or in exchange for, or in lieu of, other Securities otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to Section 304, 305, 306, 307, 906 or 1108a supplemental indenture to this Indenture. The Securities Notes shall be known and designated as the "-% “6.250% Senior Secured Notes due 2008" Due 2028” of the IssuerCompany. Their The Stated Maturity of the Notes shall be -July 15, 2008 2028, and they the Notes shall bear interest at the rate of -% per annumset forth below from July 8, from -2020, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on January 15, payable 2021 and semi-annually thereafter on - July 15 and -January 15 in each year (although Additional Notes may accrue interest from another date, commencing -, 1998to the extent permitted herein) and at said Stated Maturity, until the principal thereof is paid or made available duly provided for paymentand to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the January 1 and July 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any) ), and interest on the Securities Notes shall be payable at the office or agency of the Issuer 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 in the Issuer for such purpose; PROVIDEDcontiguous United States or, HOWEVER, that at the option of the Issuer Company, payment of interest may be made by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; PROVIDED, FURTHER, provided that all payments of the principal of (and principal, premium, if any) , and interest on Securitiesinterest, if any, with respect to Notes represented by one or more permanent global notes registered in the Permitted Holders name of which have given wire transfer instructions to or held by the Issuer Depository or its agent at least 10 Business Days prior to the applicable payment date, will be required to nominee shall be made by wire transfer of immediately available funds to the accounts specified by such Permitted the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in such instructions. Notwithstanding whole or in part, in the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl pursuant to Section 10.15. The Securities Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.16. The Notes shall be redeemable as provided in Article ElevenEleven and Paragraph 6 of the Notes. The Securities shall not have due and punctual payment of principal of, premium, if any, and interest on the benefit of any sinking fund obligations. The Securities shall be subject Notes payable by the Company is irrevocably unconditionally guaranteed, to defeasance at the option extent set forth herein, by each of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenGuarantors.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which U.S.$400,000,000 is limited to $150,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 303, 304, 305, 306, 307516, 906 906, 1108 or 11081111. The Initial Securities shall be known and designated as the "-% “8.00% Senior Subordinated Notes due 2008" 2012” and the Exchange Securities shall be known and designated as the “8.00% Exchange Senior Subordinated Notes due 2012”, in each case, of the IssuerCompany. Their The Stated Maturity of the Securities shall be -December 15, 2008 2012 and they shall bear interest at the rate of -% 8.00% per annumannum from November 30, from -2004, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on June 15, payable 2005, and semi-annually thereafter on - June 15 and -, commencing -, 1998December 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer 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 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; PROVIDEDprovided, HOWEVERhowever, 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, 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 the Issuer Company or its agent the Paying Agent at least 10 Business Days prior to the applicable payment datedate 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 Permitted Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of any amount principal shall be payable in respect of a Global Security will be made in accordance with the applicable procedures only upon surrender of the DepositarySecurity 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 obligationsan indenture supplemental to this Indenture. SECTION 302. DENOMINATIONS. The Securities shall be subject to defeasance at the option issuable only in registered form without coupons and only in denominations of the Issuer as provided in Article TwelveU.S.$1,000 and any integral multiple thereof. SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be Guaranteed executed on behalf of the Company by any two of the following officers: its Chairman, its Vice Chairman, its President, any Vice Presidents or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in an aggregate principal amount of up to U.S.$400,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the original issue of such Additional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Guarantor Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case the Company, pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such amalgamation, consolidation, or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as provided aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in Article Thirteenthe name of the successor Person with such changes in phraseology and form as may be appropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Title and Terms. There shall be a series of Securities designated as the "8 3/8% Senior Notes due 2005" of the Company. Their Stated Maturity shall be November 15, 2005, and they shall bear interest at the rate of 8 3/8% per annum. Interest on the Securities of this series will be payable semi annually on May 15 and November 15 of each year, commencing May 15, 1999 until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this First Supplemental Indenture is limited to $150,000,000, 200,000,000 except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305305 and 306 of the Indenture and except for any Securities of this series which, 306pursuant to Section 303 of the Indenture, 307, 906 or 1108are deemed never to have been authenticated and delivered under the Indenture. The Securities shall of this series will be known and designated as represented by one or more Global Securities representing the "-% Senior Notes due 2008" entire $200,000,000 aggregate principal amount of the Issuer. Their Stated Maturity shall Securities of this series, and the Depositary with respect to such Global Security or Global Securities will be -, 2008 and they shall bear interest at the rate of -% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available for paymentThe Depository Trust Company. The Place of Payment for the principal of (and premium, if any) and interest on the Securities of this series shall be payable at the office or agency of the Issuer Company in the Borough of Manhattan, The City of New York, State of New York, maintained for such purpose purpose, which shall be the Corporate Trust Office of the Trustee 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; PROVIDED, FURTHERand provided further, that all payments at the option of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable Company payment date, will be required to may be made by wire transfer of immediately available funds with respect to principal of and interest and premium on the Securities of this series the Holders of which shall have provided wire transfer instructions to the accounts specified by such Permitted Holders in such instructions. Notwithstanding Company or the foregoingPayment Agent, payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures of the Depositaryif any. The Securities of this series are not redeemable prior to maturity unless the Company is obligated to pay Additional Amounts in which case the provisions of Article Eleven of the Indenture shall be redeemable as provided in Article Elevenapplicable to the Securities of this series. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not have be applicable to the benefit Securities of any sinking fund obligationsthis series. The Securities shall be of this series are subject to defeasance at the option provisions of Article Eight, Article Ten and Article Thirteen of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenIndenture.

Title and Terms. The aggregate principal amount of Securities which Debentures that may be authenticated and delivered under this Indenture is limited to the sum of $150,000,00047,422,700, except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Section 3043.4, 3053.5, 306, 307, 906 3.6 or 11089.6. The Securities Debentures shall be known and designated as the "-% Senior Notes due 20089.5% Junior Subordinated Debentures Due February 24, 2044" of the IssuerCompany. Their The Stated Maturity of the principal of the Debentures shall be -February 24, 2008 2044, and they shall bear interest at the rate of -% 9.5% per annum, from -February 24, 1998 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth in Section 3.12), in arrears, on - March 31, June 30, September 30 and -December 31 (each such date, unless payment of interest on such date has been deferred as provided in Section 3.12, an "Interest Payment Date") of each year, commencing -March 31, 19982004, until the principal thereof is paid or made available for payment, and each installment of interest on a Debenture shall be paid (subject to Section 3.7) to the Person in whose name such Debenture (or one or more Predecessor Debentures) is registered at the close of business on the regular record date (the "Regular Record Date") for such installment of interest, which in respect of any Debentures of which the Property Trustee is the Holder of a Global Debenture shall, except as provided in the following sentence, be the close of business on the Business Day next preceding the Interest Payment Date for that installment of interest. Notwithstanding the foregoing sentence, if the Trust Preferred Securities are no longer in book-entry-only form or, except if the Debentures are held by the Property Trustee, the Debentures are not represented by a Global Debenture, the Regular Record Date for such installment of interest shall be the close of business on the 15th day next preceding the Interest Payment Date for such installment of interest (or if such day is not a Business Day, on the day next preceding that 15th day that is a Business Day). Interest will compound quarterly and will accrue at the rate of 9.5% per annum on any interest installment in arrears or during a deferral of interest payments as set forth in Section 3.12 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed per 30-day month. If any Interest Payment Date is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the Interest Payment Date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Trust by the United States or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be at least the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of (and premium, if any) , and interest on the Securities Debentures shall be payable at the office or agency of the Issuer 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; PROVIDEDprovided, HOWEVERhowever, that at the option of the Issuer Company payment of any installment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; PROVIDED, FURTHER, that all payments of the principal of Register or (and premium, if anyii) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of in immediately available funds at such place and to such account as may be designated in writing at least 15 days before the accounts specified Interest Payment Date for that installment of interest by such Permitted Holders in 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 DepositaryPerson entitled thereto. The Securities Debentures shall be redeemable as provided in Article ElevenXI hereof. 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 of the Issuer Senior Debt as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenXII hereof.

Title and Terms. The aggregate principal amount Principal Amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to $150,000,000250,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 3063.06, 3079.06 or 11.06. The Company may, 906 from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Securities, and the Trustee shall thereupon authenticate and deliver such Additional Securities to or 1108upon the written order of the Company, without any further action by the Company hereunder; provided, however, that the Company may issue Additional Securities only if: (1) such Additional Securities and Initial Securities are treated as part of the same issue of debt instruments for purposes of U.S. federal income tax laws; (2) such Additional Securities have the same “CUSIP” number as the Initial Securities; and (3) the Trustee receives an Officers’ Certificate and an Opinion of Counsel to the effect that such issuance of Additional Securities complies with the provisions of this Indenture , including each provision of this paragraph. The Securities shall be known and designated as the "-% “3.50% Convertible Senior Notes due 2008" Due 2011” of the IssuerCompany. Their Stated Maturity The Principal Amount shall be -, 2008 and they shall bear interest payable at the rate of -% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available for paymentStated Maturity. The principal of (Principal Amount and premium, if any) accrued interest and interest on the Securities shall be payable at the office or agency of the Issuer Company in the Borough of Manhattan, 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 payment of interest Company payments may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any a sinking fund obligationsfund. The Securities shall not be subject to defeasance at the option superior in right of payment to, and shall rank pari passu with, all other existing and future unsecured and unsubordinated indebtedness of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenCompany, including trade payables.

Title and Terms. The aggregate principal amount maturity of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000100,000,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3043.04, 3053.05, 3063.06, 3079.06 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 -52- exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, 906 or 1108in 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 $100,000,000. The Securities shall be known and designated as the "-% 12% Senior Notes due 2008" of the Issuer. Their The Stated Maturity of the Securities shall be -November 1, 2008 and they 2008. The Securities shall bear cash interest at the rate of -% 12% per annumannum on the principal amount at maturity of the Notes, from -November 9, 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 - May 1 and -November 1, commencing -May 1, 19981999, 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 May 1 and November 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 Issuer 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 for such purpose; PROVIDEDprovided, HOWEVERhowever, 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; PROVIDED, FURTHER, that all payments . 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 principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 DepositaryIndenture. 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 shall be Guaranteed are guaranteed by the Guarantor as provided set forth in Article ThirteenIV 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 Principal Amount of Securities which Notes that may be authenticated and delivered under this Indenture is initially limited to $150,000,000[•], except for Securities Notes authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Section 304Sections 2.06, 3052.07, 3062.08, 307, 906 or 11085.06 and 10.06. The Securities 2009 Notes shall be known and designated as the "-% “Floating Rate Senior Notes due 2008" 2009,” the 2011 Notes shall be designated as “[•]% Senior Notes due 2011” and the 2016 Notes shall be designated as “[•]% Senior Notes due 2016.” The 2009 Notes, the 2011 Notes and the 2016 Notes shall each represent a separate series of Notes. The Notes of each series shall rank equally and pari passu with the Notes of each other series and with all other unsecured and unsubordinated debt of the Issuer. Their Stated Maturity shall be -, 2008 and they shall bear interest at the rate of -% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available for paymentCompany. The principal of (Principal Amount and premium, if any) and accrued interest on the Securities Notes shall be payable at the office or agency of the Issuer Company in the Borough of Manhattan, 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 that, HOWEVERexcept in the case of a Global Note, that at the option of the Issuer payment of Company will pay interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; PROVIDED, FURTHER, that all payments of the principal of Note Register or (and premium, if anyii) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of in immediately available funds to a Holder with an aggregate Principal Amount of Notes of any series in excess of $2.0 million, to the accounts place and account designated in writing at least 15 calendar days prior to the interest payment date by the Person entitled thereto as specified by such Permitted Holders in such instructionsthe Note Register. Notwithstanding If the foregoingStated Maturity or Redemption Date for any Note falls on a day that is not a Business Day, the payment of any amount payable in respect of a Global Security principal and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the Stated Maturity or Redemption Date, as the case may be. If an interest payment date for the 2011 Notes or the 2016 Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If an interest payment date for the 2009 Notes falls on a day that is not a Business Day, the interest payment date shall be postponed to the next succeeding Business Day unless such next succeeding Business Day would be in accordance with the applicable procedures of following month, in which case, the Depositaryinterest payment date shall be the immediately preceding Business Day. Interest on the Notes will be paid to but excluding the relevant interest payment date. The Securities shall be redeemable as provided in Article Eleven. The Securities Notes shall not have the benefit of any a sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article Thirteenfund.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000Indenture, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3042.08, 3052.09, 3062.12, 3072.14, 906 3.04, 10.04 or 110811.01, is limited to U.S. $80,000,000. The Issuer may, subject to the prior written consent of Wachovia Capital Markets, LLC (which consent may be granted or withheld by Wachovia Capital Markets, LLC in its sole discretion) and in accordance with the purchase agreement, dated as of May 22, 2008 (the “Purchase Agreement”), among the Issuer, the Guarantors and the Initial Purchasers, but without the consent of the Holders, issue additional Securities (the “Additional Securities”) within 90 days after the initial Issue Date; provided that the Issuer shall use the same CUSIP number for any such Additional Securities as the Securities (the “Initial Securities”) issued on the initial Issue Date; provided further that the Additional Securities, together with the Initial Securities, shall in no event exceed an aggregate principal amount of $100 million; provided, however, that no Additional Securities may be issued unless fungible with the Initial Securities for U.S. Federal tax purposes. Any Additional Securities would rank equally and ratably in right of payment with the Securities issued under this Indenture on the initial Issue Date for the Securities of this series and would be treated as a single series of debt securities for all purposes under this Indenture. The Securities shall be known and designated as the "-% “11.50% Exchangeable Senior Notes due 2008" 2013” of the Issuer. Their Stated Final Maturity Date shall be -June 15, 2008 2013 and they shall bear interest at the rate of -% per annumon their principal amount from May 28, from -2008, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on - June 15 and -December 15 of each year, commencing -December 15, 19982008, at 11.50% per annum until the principal thereof is paid due and at the rate of 11.50% per annum on any overdue principal and, to the extent permitted by applicable law, on any overdue interest. The Securities shall constitute direct, unsecured, irrevocable and unconditional obligations of the Issuer and will rank pari passu among themselves and with all other present and future unsecured and unsubordinated indebtedness of the Issuer. Interest on the Securities will be based on a 360-day year consisting of twelve 30-day months. If any Interest Payment Date (other than an Interest Payment Date coinciding with the Final Maturity Date, Redemption Date or Change in Control Purchase Date) of a Security falls on a day that is not a Business Day, such Interest Payment Date will be postponed until the next succeeding Business Day. If the Final Maturity Date, Redemption Date or Change in Control Purchase Date of a Security would fall on a day that is not a Business Day, the required payment of interest, if any, and principal will be made on the next succeeding Business Day and no interest on such payment will accrue for the period from and after the Final Maturity Date, Redemption Date or Change in Control Purchase Date to such next succeeding Business Day. Upon receipt by the Trustee of an Officer’s Certificate stating that all conditions herein to the issuance of Additional Securities have been satisfied, and in accordance with the Purchase Agreement, the Trustee shall authenticate and make available for paymentdelivery such aggregate principal amount of such Additional Securities, not to exceed a total of $20,000,000, as specified in, and upon receipt of, an Issuer Request, and such specified aggregate principal amount of such Additional Securities shall be considered part of the original aggregate principal amount of the Securities for all purposes hereof. The principal of (and of, premium, if any) , and interest on the Securities shall be payable at the office or agency of the Issuer as provided in the Borough form 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 Securities set forth in the Security Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 DepositarySection 2.03. The Securities shall be redeemable at the option of the Issuer, as provided in Article Eleven11 and shall be issued in the form of Securities set forth in Section 2.03. The Registrable Securities are entitled to the benefits of the Registration Rights Agreement as provided by Section 5.10 and in the form of Security set forth in Section 2.03. The Securities are entitled to the payment of Liquidated Damages as provided by Section 5.10. The Securities shall be guaranteed by each Guarantor as provided in Article 13 and shall have endorsed thereon the Guarantee substantially in the form set forth in Section 2.03, executed by each Guarantor. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be exchangeable as provided in Article 4. The Securities shall be subject to defeasance repurchase by the Issuer at the option of the Issuer Holders as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article Thirteen3.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,0002,455,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange forexchange, for or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906 or 1108. The Securities shall be known and designated as the "-% 5.75% Senior Exchangeable Notes due 2008" 2003 of the IssuerCompany. Their Stated The final Maturity of the Securities shall be -April 1, 2008 2003, and they the Securities shall each bear interest at the rate of -% 5.75% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on - April 1 and -October 1 of each year, commencing -October 1, 1998, until the principal thereof is paid or made available for paymentduly provided for. The principal of (and of, premium, if any) , and interest on, the Registered Securities will be payable in U.S. dollars, against surrender thereof at the Corporate Trust Office of the Trustee in New York City or, subject to any applicable laws and regulations, at the office of any Paying Agent by dollar check drawn on, or by transfer to a dollar account maintained by the Holder with a bank in New York City. Any payment on the Securities shall due on any day which is not a Business Day need not be payable at the office or agency of the Issuer in the Borough of Manhattanmade on such day, 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 but may be made by check mailed on the next succeeding Business Day with the same force and effect as if made on such due date, and no interest shall accrue for the period from and after such date. Bearer Securities must be presented for payment upon redemption, outside the United States, together with all unmatured coupons, failing which the amount of any missing unmatured coupons will be deducted from the sum due for payment. Each amount so deducted will be paid in the manner mentioned above against surrender of the related missing coupon, outside the United States. Interest payable on Bearer Securities on any Redemption Date that is an Interest Payment Date will be paid to the address Holders of the Person entitled thereto as coupons maturing on such address shall appear in the Security Register; PROVIDED, FURTHER, Interest Payment Date. Interest payable on Registered Securities on any Redemption Date that all payments of the principal of (and premium, if any) and interest on Securities, the Permitted is an Interest Payment Date will be paid to Holders of which have given wire transfer instructions to record reflected on the Issuer or its agent at least 10 Business Days prior to Company's Security Register on the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositarypreceding Regular Record Date. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have XI, Article XII 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenSecurities.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $150,000,000750,000,000 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 304Sections 3.04, 3053.05, 3063.06, 307, 906 9.06 or 110811.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the "-% “5.875% Senior Notes due 2008" 2026” of the IssuerCompany. Their Stated Maturity for payment of principal shall be -September 15, 2008 and they 2026. Interest on the Securities shall bear interest accrue at the rate of -% 5.875% per annumannum and shall be payable semiannually in arrears on each March 15 and September 15, from -commencing September 15, 1998 or 2016 to the Holders of record of Securities at the close of business on March 1 and September 1, 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 date to which interest has been paid or duly provided foror, as if no interest has been paid, from May 13, 2016. Interest on the case may be, payable semiSecurities shall be computed on the basis of a 360-annually on - and day year comprised of twelve 30-, commencing -, 1998, until the principal thereof is paid or made available for paymentday months. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency Corporate Trust Office of the Issuer Trustee in the Borough of Manhattan, 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; PROVIDEDprovided, HOWEVERhowever, 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; PROVIDED, FURTHER, that all payments of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given or wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositaryother 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 shall be Guaranteed by the Guarantor IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article ThirteenXII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906 308, 906, 1012, 1015 or 1108. The Securities shall be known and designated as the "-% 10 3/8% Senior Subordinated Notes due 20082007" of the IssuerCompany. Their The Stated Maturity of the Securities shall be -May 1, 2008 2007, and they the Securities shall each bear interest at the rate of -% 10 3/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from -May 5, 1998 1999, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepaid, payable semi-annually semiannually on - May 1 and -November 1 in each year, commencing -November 1, 19981999, until the principal thereof is paid or made available for paymentduly provided for. The principal of Interest on any overdue principal, interest (and to the extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Issuer Company in the Borough of Manhattan, The City of New YorkYork maintained for such purposes (which initially will be a corporate trust office of an affiliate of the Trustee, Xxxxxx Trust Company of New York, maintained for such purpose and located at any other office or agency maintained by the Issuer for such purpose00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 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; PROVIDED. For all purposes hereunder, FURTHER, that all payments 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 principal of (and premium, if any) and interest on Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect event of a Global Security will be made in accordance with the applicable procedures Change of the DepositaryControl 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenFour.

Title and Terms. The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 308, 906, 1012, 1013 or 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Company may also issue up to $40,000,000 aggregate principal amount of Additional Securities having identical terms and conditions to the Initial Securities, subject to compliance with the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the "-% 11% Senior Subordinated Notes due 2008" of and the Issuer. Exchange Securities shall be known and designated as the "11% Exchange Senior Subordinated Notes due 2008." Their Stated Maturity shall be -June 15, 2008 2008, and they shall bear interest at the rate of -% 11% per annumannum from June 24, from -1998, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually in arrears on - June 15 and -December 15 in each year, commencing -December 15, 1998, until the principal thereof is paid or made available for paymentduly provided for, to the Person in whose name the Security (or any predecessor Security) is registered at the close of business on the June 1 or December 1 next preceding such Interest 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 office or agency of the Issuer Company in the Borough of Manhattan, The City of New York, New York, York maintained for such purpose and purposes, (which initially shall be the office of the Trustee located at any other office or agency maintained by the Issuer for such purpose; PROVIDEDSunTrust Bank, HOWEVERAtlanta c/o First Chicago Trust Company, that Attention: Franx Xxxxxxxxxx, Xxrporate Trust, 8th Xxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00005), or, 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; PROVIDEDprovided, FURTHERhowever, that all payments of with respect to the principal of (and premium, if any) and interest on Global Securities, as well as U.S. Physical Securities the Permitted Holders of which have given wire transfer instructions to the Issuer Trustee (or its agent at least 10 Business Days prior to other Paying Agent) by the applicable payment dateRegular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted the Holders thereof. Initial Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in such instructions. Notwithstanding connection with the foregoing, payment of any amount payable in respect of a Global Security Exchange Offer will be made in accordance with the applicable procedures treated as a single class of the Depositarysecurities 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 shall be Guaranteed by the Guarantor as provided in Article ThirteenXI.

Title and Terms. The aggregate principal amount Principal Amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000300,000,000 (subject to increase to $360,000,000 in the event the Initial Purchasers exercise their option to purchase additional Securities under the Purchase Agreement), except for replacement Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3042.08. The Securities shall bear interest at a rate of 3.50% per annum from May 16, 3052003. Interest on the Securities shall be payable semi-annually on May 16 and November 16 of each year (each an "Interest Payment Date") beginning November 16, 3062003, 307to Holders of record at the close of business on the preceding May 1 and November 1, 906 respectively. In the event of the maturity, conversion, purchase by the Issuer at the option of a Holder or 1108redemption of a Security, interest (including Contingent Interest, if any) shall cease to accrue on such Security, under the terms and subject to the conditions of this Indenture. Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities to be redeemed purchased or repurchased on a date within such period) must be accompanied by payment of an amount equal to the interest (including Contingent Interest) thereon that the registered Holder is entitled to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities shall be payable by the Issuer on any Interest Payment Date subsequent to the date of conversion. The Securities shall be known and designated as the "-% 3.50% Convertible Senior Notes due 20082023" of the Issuer. Their Issuer with a Stated Maturity shall be -on May 16, 2008 and they shall bear interest at the rate of -% per annum, from -, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - and -, commencing -, 1998, until the principal thereof is paid or made available for payment2023. The principal of (Issue Price and premium, if any) and accrued interest on the Securities shall be payable at (i) the office or agency of the Issuer in The City of New York maintained for such purpose, which initially shall be the Borough principal corporate trust office of Manhattan, the Trustee in The City of New York, New York, maintained for such purpose (ii) the Corporate Trust Office and (iii) at any other office or agency maintained by the Issuer for such purpose; PROVIDEDprovided, HOWEVERhowever, that at the option of the Issuer payment of interest payments may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities shall be redeemable as provided in Article Elevensecurity register. The Securities shall not have the benefit of any a sinking fund obligationsfund. The Securities shall be subject to defeasance at the option general senior obligations of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article ThirteenIssuer.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108unlimited. The Initial Securities shall be known and designated as the "-% 7.50% Senior Notes due 2008October 15, 2013" and the Exchange Securities shall be known and designated as the "7.50% Senior Exchange Notes due October 15, 2013". The Stated Maturity of the Issuer. Their Stated Maturity Securities shall be -October 15, 2008 2013, and they shall bear interest at the rate of -% 7.50% per annumannum from October 9, from -2003, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on, payable April 15, 2004, and semi-annually thereafter on - April 15 and -October 15, commencing -, 1998, in each year and at said Stated Maturity until the principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in the Borough of Manhattan, The City of New YorkYork (which shall be the Corporate Trust Office of the U.S. Trustee, New Yorkunless the Company shall designate and maintain some other office or agency for such purpose), or at such other office or agency of the Company as may be maintained for such purpose and at any other office or agency maintained by in lawful money of the Issuer for such purposeUnited States of America; PROVIDEDprovided, HOWEVERhowever, that that, at the option of the Issuer payment of Company, interest may be made paid to Holders by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 Depositary. The Securities shall be redeemable subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1012 and 1014. Additional Securities ranking pari passu with the Initial Securities may be created and issued from time to time by the Company without notice to or the consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that, the Company's ability to issue Additional Securities shall be subject to the Company's compliance with Section 1008. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture or pursuant to an Officers' Certificate. Such Officers' Certificate shall state that the Additional Securities are issued pursuant to this Indenture. The Securities shall not be redeemable, other than as provided in Article 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 TwelveFour. SECTION 302. DENOMINATIONS. The Securities shall be Guaranteed by the Guarantor as provided issuable only in Article Thirteenregistered form without coupons and only in denominations of U.S.$1,000 or any integral multiple thereof.

Title and Terms. The aggregate principal amount of Securities Bonds which may be authenticated and delivered under this Indenture is limited to $150,000,000, 3,000,000 (except for Securities such additional principal amounts, not to exceed $450,000, of Bonds issued pursuant to an option granted to the Underwriters in the initial public offering of the Bonds) except for Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities Bonds pursuant to Section 304, 305, 306, 307905 and 1108 hereof. Forthwith upon the execution and delivery of this Indenture, 906 or 1108from time to time thereafter, Bonds up to a maximum aggregate principal amount of $3,450,000 may be executed by the Company and delivered to the Trustee for authentication, and shall thereupon be authenticated and delivered by the Trustee upon Company Order, without any further action by the Company. The Securities Bonds shall be known and designated as the "-% Senior Notes due 200810% Convertible Adjustable Secured Bonds, Due 2000" of the IssuerCompany. Their Stated Maturity shall be -_____________ , 2008 2000 and they shall bear interest at the rate per annum specified in the title of -% per annumthe Bonds, from -the Initial Interest Accrual Date, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on - January 1 and -July 1 in each year, commencing -January 1, 19981996, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities Bonds shall be payable at the office or agency of the Issuer 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 Register; 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 the Issuer or its agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in 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 DepositarySection 1002. 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 Bonds shall be Guaranteed by the Guarantor convertible as provided in Article Thirteen. The Bonds shall be secured by the Collateral Stock as provided in Article Fourteen.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture (of which Cdn$460,000,000 is limited to $150,000,000being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section Sections 303, 304, 305, 306, 307516, 906 908, 1108 or 11081111. The Initial Securities shall be known and designated as the "-% 7.625% Senior (Secured) Notes due 20082011" and the Exchange Securities shall be known and designated as the "7.625% Exchange Senior (Secured) Notes due 2011", in each case, of the IssuerCompany. Their The Stated Maturity of the Securities shall be -December 15, 2008 2011 and they shall bear interest at the rate of -% 7.625% per annumannum from November 30, from -2004, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable on June 15, payable 2005, and semi-annually thereafter on - June 15 and -, commencing -, 1998December 15 in each year and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in the Borough of Manhattan, The City of New YorkYork or elsewhere, 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; PROVIDEDprovided, HOWEVERhowever, 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, 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 the Issuer Company or its agent the Paying Agent at least 10 Business Days prior to the applicable payment datedate and hold at least Cdn$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 Permitted Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of any amount principal shall be payable in respect of a Global Security will be made in accordance with the applicable procedures only upon surrender of the DepositarySecurity 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 shall be Guaranteed by the Guarantor as provided in Article Thirteenthis Indenture.