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 $155,000,000 in principal amount of Securities, except for The Securities shall be known and designated as the "10% Senior Notes due 2007" of the Company. The Stated Maturity of the Securities shall be June 15, 2007, and the Securities shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 15 and December 15 in each year, commencing December 15, 1997, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). The Securities shall be known and designated as the "106.25% Senior Convertible Subordinated Notes due 2007December 1, 2004" of the Company. The Their Stated Maturity of the Securities shall be June 15December 1, 2007, 2004 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from December 6, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1999, payable semiannually semi-annually in arrears on June 15 1 and December 15 1 in each year, commencing December June 15, 19972000, at the rate of 6.25% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate then in effect on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; PROVIDED, HOWEVER, that payments shall only be payable made on demandBusiness Days as provided in SECTION 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to SECTION 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by SECTIONS 2.2 and 9.11. The Securities are entitled to the Corporate Trust Office of the Trustee); provided, however, that payment of interest may Liquidated Damages as provided in the Registration Rights Agreement. The Securities shall be made redeemable at the option of the Company by check mailed to addresses Company, as provided in ARTICLE TEN and in the form of the Persons entitled thereto Securities set forth in SECTION 2.2. The Securities shall be convertible as such addresses provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company pursuant to an Offer at the option of the Holders as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVARTICLE THIRTEEN.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of Securities100,000,000, 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, 906, 1302 or 1405 and except for Additional Securities. The Securities shall be known and designated as the "107 1/2% Senior Notes due 2007Convertible Junior Subordinated Debentures Due 2012" of the Company. The Their Stated Maturity of the Securities shall be June 15April 30, 2007, 2012 and the Securities they shall each bear interest at the rate of 107 1/2% per annumannum (provided, as such that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate may 30 applicable to the principal amount of the Securities shall be adjusted as set forth in increased to 121/2% from and after the SecuritiesCharter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from June 20, 1997, and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly on June 15 February 1, May 1, August 1, and December 15 in each yearNovember 1, commencing December 15August 1, 19971999, until the principal thereof is paid or duly provided formade available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on any overdue principal, interest (which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest from time to time to the extent lawful) or premium, if any, shall be payable on demandprovided in the Securities. The principal of, of and premium, if any, and interest on, on the Securities shall be payable and at the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)purpose pursuant to Section 1002; provided, however, that payment of interest may be made at the option of the Company payment of interest in cash may be made by check mailed to addresses the address of the Persons Person entitled thereto as such addresses address shall appear on in the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and XI. The Securities shall be subordinated in right of payment to the Securities. At the election prior payment in full in cash or Cash Equivalents of the Company, the entire all Obligations on or relating to Senior 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 IVXII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to repurchase at the option of the Holder as provided in Article XIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities300,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.3(6). The Securities shall be known and designated as the "106% Senior Convertible Subordinated Notes due 2007December 15, 2003" of the Company. The Their Stated Maturity of the Securities shall be June December 15, 2007, 2003 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from December 18, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1996, payable semiannually semi-annually in arrears on June 15 and December 15 in each year, commencing December June 15, 1997, at the rate of 6% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 6% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Sections 2.2 and 10.12. The Securities are entitled to the Corporate Trust Office of the Trustee); provided, however, that payment of Liquidated Damages and additional interest may as provided by Section 10.12. The Securities shall be made redeemable at the option of the Company by check mailed to addresses at any time on or after December 16, 1999, in whole or in part, as provided in Article XI and in the form of the Persons entitled thereto Securities set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 500,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06 or 11.08. The Initial Securities shall be known and designated as the "109 3/8% Series A Senior Notes Subordinated Securities due 2007" of the Company. The Exchange Securities shall be known and designated as the "9 3/8% Series B Senior Subordinated Securities due 2007" of the Company. The Stated Maturity of the Securities shall be June February 15, 2007, and the Securities shall each bear interest at the rate of 109 3/8% per annum, as such interest rate may be adjusted as set forth in the SecuritiesSecurities and the Registration Rights Agreement, from June 20February 22, 1997, 2000 or from the most recent Interest Payment Date to which interest has been paid, as applicable, payable semiannually on June February 15 and December August 15 in each year, commencing December August 15, 19972000, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office a corporate trust office of the TrusteeTrustee located at Norwest Corporate Trust, x/x Xxxxxxxxxx Xxxxx Xxxxxxx, 0xx Xxxxx, XXXX Department, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10041); providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear shown on the Security Register. For all purposes hereunder, the Series A Initial Securities and the Series B Exchange Securities will be treated as one class and are together referred to as the "Securities." The Series A Initial Securities rank pari passu PARI PASSU in right of payment with the Series B Exchange Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness 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 IV.

Title and Terms. The Securities shall be known and designated as the “3.25% Convertible Subordinated Notes due 2012” of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 275,000,000 (or $315,000,000 if the option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full), except for securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7, 2.8, 2.9, 2.12, 7.5, 10.8, 11.1 or 12.2 hereof. The Securities shall be known and designated as the "10% Senior Notes due 2007" issuable in denominations of the Company$1,000 or integral multiples thereof. The Stated Maturity of the Securities shall be June 15mature on September 28, 20072012. Interest shall accrue from September 28, and the Securities shall each bear interest 2005 at the a rate of 103.25% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 15 and December 15 in each year, commencing December 15, 1997, annum until the principal thereof is paid or duly provided formade available for payment. Interest shall be payable semiannually in arrears on March 28 and September 28 of each year, commencing March 28, 2006, to Holders of record as of the close of business on the Regular Record Date for such interest payment. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, Securities shall be payable computed on demandthe basis of a 360-day year of twelve 30-day months. The principal Principal of, premium, if any, and interest on, the Global Securities shall be payable and to the Depositary in immediately available funds. Principal on Physical Securities will shall be exchangeable and transferable payable at an the office or agency of the Company in The City of New York maintained for such purposes (which purpose, initially will be the Corporate Trust Office of the Trustee); provided. Interest on Physical Securities will be payable by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Register, howeveror (ii) 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 payment of interest may wire transfer in immediately available funds. The Securities shall be made redeemable at the option of the Company by check mailed to addresses as provided in Article X hereof. The Securities shall have a Repurchase Right exercisable at the option of the Persons entitled thereto Holders as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right of payment with the Series B SecuritiesArticle XI hereof. The Securities shall be subject to repurchase by the Company pursuant to an Offer convertible as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13Article XII hereof. The Securities shall be redeemable subordinated in right of payment to Senior Debt of the Company as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 150,000,000 (or U.S.$200,000,000 if the Over-allotment Option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.5, 3.6, 3.8, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "107.50% Senior Convertible Subordinated Notes due 2007" of the Company. The Their Stated Maturity of the Securities shall be June 15, 2007, 2007 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 2028, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually semi-annually in arrears on June 15 and December 15 in each year, commencing December 15, 19972000, at the rate of 7.50 % per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 7.50% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock that have been registered under the Securities will Act, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed at any time on or after the third Business Day after June 15, 2004, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 80,000,000 (or $90,000,000 if the option of Xxxxxxx, Sachs & Co. set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the "Xxxxxxx, Xxxxx & Co. Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "102.25% Convertible Senior Notes due 2007May 30, 2008" of the Company. The Their Stated Maturity of the Securities shall be June 15May 30, 2007, 2008 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from May 28, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2003, payable semiannually semi-annually in arrears on June 15 May 30 and December 15 November 30 in each year, commencing December 15November 30, 19972003, at the rate of 2.25% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 2.25% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest onon the Securities shall be payable as provided in the form of Security set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock or a combination thereof, shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. At any time on or after May 30, 2005 and before May 30, 2007, the Securities shall be payable subject to Provisional Redemption by the Company, in whole or in part, subject to the conditions and as otherwise provided in Article XI and in the form of Security set forth in Section 2.2. At any time on or after May 30, 2007 and before May 30, 2008, the Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed Company, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the provided in Article XII (any city in which any Conversion Agent is located being herein called a "Securities." The Series A Securities rank pari passu in right Place of payment with the Series B SecuritiesConversion"). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 450,000,000 (or such greater amount not to exceed $500,000,000 to the extent the over-allotment option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised (the "Initial Purchaser Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.3(5) or 13.6 in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "100.50% Convertible Senior Notes due 2007February 15, 2034" of the Company. The Their Stated Maturity of the Securities shall be June February 15, 2007, 2034 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from February 17, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2004, payable semiannually semi-annually in arrears on June February 15 and December August 15 in each year, commencing December August 15, 19972004, at the rate of 0.50% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 0.50% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided in Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may be made Liquidated Damages as provided by Section 10.11 and in the form of security set forth in Section 2.2. The Securities are redeemable at the option of the Company by check mailed at any time on or after February 20, 2011, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the provided in Article XII (any city in which any Conversion Agent is located being herein called a "Securities." The Series A Securities rank pari passu in right Place of payment with the Series B SecuritiesConversion"). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securitieson each February 15, in whole or in partof each of 2011, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable 2014, 2019, 2024 and 2029, as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 100,000,000 in aggregate principal amount of Series A Securities and Series B Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.03, 3.04, 3.05, 3.06, 9.06, 10.11, 10.16 or 11.08. The Series A Securities shall be known and designated as the "1010 3/4% Senior Subordinated Notes due 20072006" of the Company. The Series B Securities shall be known and designated as the "10 3/4% Senior Subordinated Notes due 2006, Series B" of the Company. The final Stated Maturity of the Series A Securities and the Series B Securities shall be June November 15, 20072006, and the Series A Securities and Series B Securities shall each bear interest at the rate of 1010 3/4% per annum, as such interest rate may be adjusted as set forth in annum from the Securities, from June 20, 1997, Issue Date or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semiannually on June May 15, 1997 and semi-annually thereafter on November 15 and December 15 May 15, in each year, commencing December 15, 1997, until the principal thereof is paid or duly provided for. Interest Subject to Article Twelve, interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Series B Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made at the option issued only in exchange for a like principal amount of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13Registered Exchange Offer. The Securities shall be redeemable as provided in Article XI Eleven and in paragraph 5 of the Series A Securities and paragraph 4 of the Series B Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFour. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve. The Guarantee of each Guarantor shall be subordinated in right of payment to Guarantor Senior Indebtedness of such Guarantor as provided in Article Fourteen hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 200,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sectxxx 000, 000, 000, 000, 000 xx 0000. The Securities shall be known and designated as the "10_____% Senior Notes due 20072009" of the Company. The Stated Maturity of the Securities shall be June 15_______, 20072009, and the Securities shall each bear interest at the rate of 10_____% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20_______, 19971999, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 15 ________ and December 15 _________ in each year, commencing December 15_________, 19971999, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office a corporate trust office of the TrusteeTrustee or its affiliate located at 55 Wxxxx Xxxxxx, Xxxx 000, Xxxxx Xxxxxxxx, Xxx Xxxx, XX); providedxrovided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI Eleven and in the Securities. The Indebtedness evidenced by the Securities shall rank pari passu in right of payment with all other Senior Indebtedness. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Defaults and Events of Default thereunder may be defeased as provided in Article IVFour.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 250,000,000 (or $300,000,000 if the Over-allotment Option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 15.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "105% Senior Convertible Subordinated Notes due December 1, 2007" of the Company. The Their Stated Maturity of the Securities shall be June 15December 1, 2007, 2007 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from December 12, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually semi-annually in arrears on June 15 1 and December 15 1 in each year, commencing December 15June 1, 19972001, at the rate of 5% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 5% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 15.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after December 3, 2004, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to be authenticated and delivered under this Indenture is $300,000,000. Additional Securities, except which may be Initial Securities or Exchange Securities ("Additional Securities"), may be authenticated and delivered under this Indenture at any time from time to time, and such Securities will have the same terms and conditions as, and be treated as a single class (for all purposes under this Indenture) with, all such previously authenticated and delivered Securities. The Initial Securities shall be known and designated as the "105.90% Senior Notes due 2007" of and the Company. Exchange Securities shall be known and designated as the "5.09% Senior Notes due 2007, Series B." The Stated Maturity of the Securities shall be June January 15, 2007, and the Securities shall each bear interest at the rate of 105.90% per annum, as such interest rate may be adjusted as set forth in the Securities, annum from June 20, 1997their date of original issue, or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually in arrears on June January 15 and December July 15 in each year, commencing December 15, 1997on the date set forth in the definitive form of such Securities, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawfulPerson in whose name the Security (or any Predecessor Security) is registered at the close of business on the January 1 or premium, if any, shall be payable on demandJuly 1 next preceding such Interest Payment Date. The principal of, premium, if any, of and interest on, on the Securities shall be payable payable, and the Securities will shall be exchangeable and transferable transferable, at an the office or agency of the Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such stock exchange require, in Luxembourg, in each case maintained for such purposes purposes, (which initially will shall be the office of the Trustee located at SunTrust Bank, 000 Xxxx Xxxxxx, Xxxxxxxx, XX, 00000, Attention: Corporate Trust Office Operations and the office of the Trustee); providedLuxembourg Paying Agent located at Banque Generale de Luxembourg S.A., however00 Xxxxxx X.X. Xxxxxxx, that payment of interest may be made L-2951 Luxembourg) or, at the option of the Company Company, interest may be paid by check mailed to addresses the address of the Persons Person entitled thereto as such addresses address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent)) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. For all purposes hereunder, Securities that remain outstanding after the Series A consummation of the Exchange Offer and Exchange Securities and issued in connection with the Series B Securities Exchange Offer will be treated as one a single class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13securities under this Indenture. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXI.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 400,000,000 (or $500,000,000 if the Over-allotment Option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "104.75% Senior Convertible Subordinated Notes due July 1, 2007" of the Company. The Their Stated Maturity of the Securities shall be June 15July 1, 2007, 2007 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from July 3, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually semi-annually in arrears on June 15 July 1 and December 15 January 1 in each year, commencing December 15January 1, 19972001, at the rate of 4.75% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4.75% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after July 1, 2003, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$300,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or ----------------------------------------- 12.3(e). ------- The Securities shall be known and designated as the "104.50% Convertible Senior Notes due 2007June 15, 2006" of the Company. The Their Stated Maturity of the Securities shall be June 15, 2007, 2006 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 2011, 1997, or from the most recent Interest Payment Date to which interest has been paid2001, payable semiannually semi-annually in arrears on June 15 and December 15 in each year, commencing December 15, 19972001, at the rate of 4.50% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4.50% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided -------- ------- in Section 1.12. ------------ The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, ----------- and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being ------------ herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Sections 2.2 and 9.11. The Securities are entitled to the Corporate Trust Office of the Trustee); provided, however, that payment of Liquidated Damages and additional interest may as provided by Section 9.11. ------------ The Securities shall be made redeemable at the option of the Company by check mailed to addresses Company, as provided in Article Ten and in the form of the Persons entitled thereto Securities set forth in Section 2.2. ----------- ----------- The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the provided in Article Eleven -------------- (any city in which any Conversion Agent is located being herein called a "Securities." The Series A Securities rank pari passu in right Place of payment with the Series B SecuritiesConversion"). The Securities shall be subject to repurchase by the Company pursuant to an Offer at the option of the Holders as provided in Section 10.12Article Twelve. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. -------------- The Securities shall be redeemable as provided in Article XI and in the Securities. At the election "Designated Senior Debt" for purposes of the CompanyIndenture, dated as of February 24, 2000, between the entire Indebtedness on the Securities or certain of Company and Firstar Bank, N.A., as trustee, with respect to the Company's obligations 5.00% Convertible Subordinated Notes due March 1, 2007 (the "Previous Indenture") and covenants for purposes of any similar indenture, loan agreement or other applicable instrument respecting the issuance, after the date hereof, of other subordinated debt of the Company (the "Other Subordinated Instruments"). For purposes of giving payment blockage notices under Section 12.2 of the Previous Indenture, and certain Events (where applicable) giving similar notices under the Other Subordinated Instruments, the Trustee or the holders of Default thereunder may be defeased as provided at least 25% in Article IVprincipal amount of the Outstanding Securities are each authorized to give such notices, whenever the conditions permitting such notices are met.

Title and Terms. The Securities shall be known and designated as the "5% Convertible Subordinated Notes due September 2007" of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of Securities345,000,000, except for securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7, 2.8, 2.9, 2.12, 7.5, 10.8, 11.1 or 12.2 hereof. The Securities shall be known and designated as the "10% Senior Notes due 2007" issuable in denominations of the Company$1,000 or integral multiples thereof. The Stated Maturity of the Securities shall be June 15mature on September 19, 2007. Interest shall accrue from September 19, and the Securities shall each bear interest 2000 at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 15 and December 15 in each year, commencing December 15, 1997, Rate until the principal thereof is paid or duly provided formade available for payment. Interest shall be payable semiannually in arrears on March 19 and September 19 in each year, commencing March 19, 2001. Interest on the Securities shall be computed (i) for any overdue principalfull semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. For purposes of determining the Interest Rate, the Trustee may assume that a Reset Transaction has not occurred unless the Trustee has received an Officers' Certificate stating that a Reset Transaction has occurred and specifying the Adjusted Interest Rate then in effect. A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest (to the extent lawful) or premiumincluding Liquidated Damages, if any) on such Security on the corresponding Interest Payment Date. if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, shall be payable if any) on demandthe principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. The principal Principal of, and premium, if any, and interest on, the Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which purpose, initially will be the Corporate Trust Office of the Trustee); provided. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, howeveror (ii) 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 payment of interest may wire transfer in immediately available funds. The Securities shall be made redeemable at the option of the Company by check mailed to addresses as provided in Article 10 hereof. The Securities shall have a Repurchase Right exercisable at the option of the Persons entitled thereto Holders as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right of payment with the Series B SecuritiesArticle 11 hereof. The Securities shall be subject to repurchase by the Company pursuant to an Offer convertible as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13Article 12 hereof. The Securities shall be redeemable subordinated in right of payment to Senior Debt of the Company as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV13 hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 250,000,000 (or $287,500,000 if the Over-allotment Option set forth in principal amount Section 2 of Securitiesthe Underwriting Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "10____% Senior Convertible Subordinated Notes due 2007______, 2005" of the Company. The Their Stated Maturity of the Securities shall be June 15______, 2007, 2005 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from ______, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually semi-annually in arrears on June 15 _______ and December 15 _______ in each year, commencing December 15_______, 19972001, at the rate of ____% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of ____% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed at any time on or after _______, 2003, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in 150,000,000 aggregate principal amount of Series A Securities and Series B Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.03, 3.04, 3.05, 3.06 or 9.06. The Series A Securities shall be known and designated as the "107.25% Senior Notes due 2007" of the Company. The Series B Securities shall be known and designated as the "7.25% Senior Notes due 2007, Series B" of the Company. The final Stated Maturity of the Series A Securities and the Series B Securities shall be June 15March 1, 2007, and the Series A Securities and Series B Securities shall each bear interest at the rate of 107.25% per annumannum (as adjusted pursuant to the Registration Rights Agreement) from March 1, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, 1997 or from the most recent Interest Payment Date date to which interest has been paid, as the case may be, payable semiannually on June 15 March 1 and December 15 September 1, in each year, commencing December 15September 1, 1997, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. Series B Securities may be issued only in exchange for a like principal amount of Series A Securities pursuant to an Exchange Offer. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global security (the "U.S. Global Security") and Series A Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a single permanent global security (the "Offshore Global Security" and together with the U.S. Global Security, the "Global Securities"), each substantially in the form set forth in Sections 2.02(a) and 2.03(a) hereof, deposited with the Trustee, as custodian of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Securities in registered form (the "U.S. Physical Securities"). Securities issued pursuant to Section 3.13 in exchange for interests in the U.S. Global Security shall be in the form of U.S. Physical Securities. Securities issued in exchange for interests in the Offshore Global Security pursuant to Section 3.13 shall be in the form of permanent certificated Securities in registered form (the "Offshore Physical Securities" and together with the U.S. Physical Securities, the "Physical Securities"). Physical Securities shall be in substantially the form set forth in Sections 2.02(a) and 2.03(a) hereof. The principal of, premium, if any, and interest on, the on Global Securities shall be payable to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole holder of the Global Securities will represented thereby. The principal of, premium, if any, and interest on Securities in certificated form shall be exchangeable and transferable payable at an the office or agency of the Company maintained for such purpose in The City of New York York, or at such other office or agency of the Company as may be maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)purpose; provided, however, that payment of interest may be made at the option of the Company interest may be paid by check mailed to the addresses of the Persons persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$150,000,000, except for Securities authenti- cated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.2(f). The Securities shall be known and designated as the "104-1/2% Senior Convertible Subordinated Notes due 2007June 1, 2001" of the Company. The Their Stated Maturity of the Securities shall be June 151, 2007, 2001 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 205, 1997, or from the most recent Interest Payment Date to which interest has been paid1996, payable semiannually semi-annually in arrears on June 15 1 and December 15 1 in each year, commencing December 151, 19971996, at the rate of 4-1/2% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4-1/2% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the forms of Securities and coupon set forth in Sections 2.2 and 2.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.12. The Securities will be exchangeable and transferable at an office or agency of are entitled to the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of Liquidated Damages and additional interest may as provided by Section 10.12. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after June 1, 1999, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to addresses changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms of the Persons entitled thereto Securities set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.3(f). The Securities shall be known and designated as the "107% Senior Convertible Subordinated Notes due 2007August 1, 2004" of the Company. The Their Stated Maturity of the Securities shall be June 15August 1, 2007, 2004 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 20August 12, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually semi-annually in arrears on June 15 February 1 and December 15 August 1 in each year, commencing December 15February 1, 19971998, at the rate of 7% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 7% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in Alcatel ADSs, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Sections 2.2 and 10.12. The Securities are entitled to the Corporate Trust Office of the Trustee); provided, however, that payment of Liquidated Damages and additional interest may as provided by Section 10.12. The Securities shall be made redeemable at the option of the Company by check mailed to addresses at any time on or after August 1, 2000, in whole or in part, as provided in Article Eleven and in the form of the Persons entitled thereto Securities set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 U.S.$69,000,000, excluding for the purposes of determining compliance with this limit the Securities authenticated and delivered in principal amount of Securitiesexchange for, except for or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.2(e). The Securities shall be known and designated as the "104.75% Senior Convertible Subordinated Notes due 20072002" of the Company. The Their Stated Maturity of the Securities shall be June 15September 1, 2007, 2002 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 20August 21, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually semi-annually in arrears on June 15 March 1 and December 15 September 1 in each year, commencing December 15March 1, 19971998, at the rate of 4.75% (together with any Additional Amounts and Liquidated Damages the Company may be required to pay) until the principal thereof is paid or duly provided for. Interest due, and at the rate of 4.75% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Security set forth in Section 2.2 and the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities will shall be exchangeable and transferable redeemable at an office or agency the option of the Company Company, in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); providedwhole or in part, however, that payment of interest may be made and at the option of the Company by check mailed or otherwise in the event of certain developments, including, developments with respect to addresses U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities450,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.6 in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "10“0.50% Convertible Senior Notes Notes, Series B due 2007" February 15, 2034” of the Company. The Their Stated Maturity of the Securities shall be June February 15, 2007, 2034 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from February 15, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2005, payable semiannually semi-annually in arrears on June February 15 and December August 15 in each year, commencing December August 15, 19972005, at the rate of 0.50% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 0.50% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.2 (any city in which any Paying Agent is located being herein called a “Place of Payment”). The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made Securities are redeemable at the option of the Company by check mailed at any time on or after February 20, 2011, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right Article XII (any city in which any Conversion Agent is located being herein called a “Place of payment with the Series B SecuritiesConversion”). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securitieson each February 15, in whole or in partof each of 2011, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable 2014, 2019, 2024 and 2029, as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$100,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.2(e). The Securities shall be known and designated as the "105% Senior Convertible Subordinated Notes due 20072002" of the Company. The Their Stated Maturity of the Securities shall be June 15October 1, 2007, 2002 and the Securities they shall each bear interest on their principal amount from September 16, 1997, payable semi-annually in arrears on April 1 and October 1 each year, commencing April 1, 1998, at the rate of 105% per annum, as such interest rate (together with any Additional Amounts and Additional Interest the Company may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date required to which interest has been paid, payable semiannually on June 15 and December 15 in each year, commencing December 15, 1997, pay) until the principal thereof is paid or duly provided for. Interest due, and at the rate of 5% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Security set forth in Section 2.2 and the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 15.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities will shall be exchangeable and transferable redeemable at an office or agency the option of the Company Company, in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); providedwhole or in part, however, that payment of interest may be made and at the option of the Company by check mailed or otherwise in the event of certain developments, including developments with respect to addresses U.S. withholding taxes, as provided in Article Eleven and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.05, 3.08, 8.05, 10.08, 11.02 or 12.03(f). The Securities shall be known and designated as the "10“2.00% Guaranteed Convertible Senior Notes due 2007" August 21, 2011” of the CompanyIssuer. The Their Stated Maturity of the Securities shall be June 15August 21, 20072011, and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from August 21, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2001, payable semiannually semi-annually in arrears on June 15 February 21 and December 15 August 21 in each year, commencing December 15February 21, 19972002, at the rate of 2.00% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 2.00% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.13. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Exhibit A and Exhibit B, and any Redemption Price, Change of Control Redemption Price or Holder Option Redemption Price shall be payable at such places as are identified in the Securities will be exchangeable and transferable at an office or agency notice of redemption delivered pursuant to Section 10.05, the Company Notice given pursuant to Section 12.03 or any notice from the Issuer delivered pursuant to Section 13.03 (any city in which any Paying Agent is located being herein called a “Place of Payment”). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses Issuer, as provided in Article 10 and in the form of the Persons entitled thereto Securities set forth in Exhibit A and Exhibit B. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right Article 11 (any city in which any Conversion Agent is located being herein called a “Place of payment with the Series B SecuritiesConversion”). The Securities shall be subject to repurchase redemption by the Company pursuant to an Offer as provided in Section 10.12. Issuer at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI 12 and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV13.

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 $155,000,000 150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 906, 1012, 1016 or 1108. The Securities shall be known and designated as the "108% Senior Subordinated Notes due 20072010" of the Company. The Stated Maturity of the Securities shall be June October 15, 20072010, and the Securities shall each bear interest at the rate of 108% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 2011, 19971998, or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semiannually on June April 15 and December 15 October 15, in each year, commencing December October 15, 19971998, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, on the Securities shall be payable and at the Securities will be exchangeable and transferable at an office or agency of the Company maintained for such purpose in The City of New York York, and at such other office or agency of the Company as may be maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)purpose; provided, however, that payment of interest may be made paid at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.121012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of in Control pursuant to Section 10.131016. The Securities shall be redeemable as provided in Article XI Eleven and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFour. The Indebtedness evidenced by the Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 12.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities600,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture The Securities shall be known and designated as the "102% Senior Convertible Notes due 2007June 1, 2008" of the Company. The Their Stated Maturity of the Securities shall be June 151, 2007, 2008 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from May 30, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2001, payable semiannually semi-annually in arrears on June 15 1 and December 15 1 in each year, commencing December 151, 19972001, at the rate of 2.00% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 2.00% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in Ordinary Shares, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed to addresses at any time on or after June 1, 2006, in whole or in part, as provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the provided in Article XII (any city in which any Conversion Agent is located being herein called a "Securities." The Series A Securities rank pari passu in right Place of payment with the Series B SecuritiesConversion"). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount unlimited. Additional Securities may be issued under this Indenture after the date hereof without the consent of Securities, except for Holders. The Initial Securities shall be known and designated as the "107% Series A Senior Notes Securities due 20072013" of the Company. The Exchange Securities shall be known and designated as the "7% Series B Senior Securities due 2013" of the Company. The Stated Maturity of the Securities shall be June April 15, 20072013, and the Securities shall each bear interest at the rate of 107% per annum, as such interest rate may be adjusted as set forth in the SecuritiesSecurities and the Registration Rights Agreement, from June 20April 11, 1997, 2003 or from the most recent Interest Payment Date to which interest has been paid, as applicable, payable semiannually on June April 15 and December October 15 in each year, commencing December October 15, 19972003, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at U.S. Bank National Association, c/o Corporate Trust Office of the TrusteeDepartment, 180 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xx. Xxxx, MN 55101); , provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear shown on the Security Register. For all purposes hereunder, the Series A Initial Securities and the Series B Exchange Securities will be treated as one class and are together referred to as the "Securities." The Series A Initial Securities rank pari passu in right of payment with the Series B Exchange Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness 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 IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to the sum of (a) $155,000,000 in 87,500,000 and (b) such aggregate principal amount (which may not exceed $10,500,000 aggregate principal amount) of Securities, if any, as shall be purchased by the Initial Purchasers at the "Second Closing Time" (as defined in the Purchase Agreement) pursuant to and in accordance with the terms and provisions of the Purchase Agreement, dated December 11, 1996 (the "Purchase Agreement"), between the Company and each Initial Purchaser, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1108, 1205 or 1301. The Securities shall be known and designated as the "106% Senior Convertible Subordinated Notes due 20072003" of the Company. The Their Stated Maturity of the Securities shall be June December 15, 2007, 2003 and the Securities they shall each bear interest at the rate of 106% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom December 17, from June 20, 1997, 1996 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually in arrears on June 15 and December 15 in each year15, commencing December June 15, 1997, until the principal thereof is paid or duly provided for. Interest due, and at the rate of 6% per annum on any overdue principal, interest (to the extent lawful) or principal and premium, if any, shall be payable and, to the extent permitted by law, on demandany overdue interest. The principal of, of (and premium, if any, ) and interest on, on the Securities shall be payable in the manner provided in the form of Securities set forth in Section 202 and at the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York York, New York, maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made purpose and at the option of any other office or agency maintained by the Company for such purpose. The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities Sections 203 and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities1007. The Securities shall be subject are entitled to repurchase by the Company pursuant to an Offer payment of Liquidated Damages as provided in by Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.131007. The Securities shall be redeemable as provided in Article XI and in Eleven. The Securities shall be subject to repurchase at the Securities. At the election option 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 Holders as provided in Article IVTwelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Fourteen. Section 302. Denominations. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 the aggregate liquidation preference of the Exchange Preferred Stock, plus accumulated and unpaid dividends on the date of exchange of the Exchange Preferred Stock, into Securities (plus any additional Securities issued in principal amount lieu of Securitiescash interest as described herein) and will mature on June 1, 2010, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1014 or 1108. The Securities shall be known and designated as the "1013 1/2% Senior Notes Subordinated Debentures due 20072010" of the Company. The Stated Maturity of the Securities shall be June 151, 20072010, and the Securities shall each bear interest at the rate of 1013 1/2% per annum, as and will be payable on June 1 and December 1 of each year, commencing on the first such interest rate may be adjusted as set forth in date after the issuance date of the Securities, from to Holders of record on the immediately preceding May 15 and November 15. Interest payable on or prior to June 201, 1997, or 2003 may be paid in the form of additional Securities valued at the principal amount thereof. Interest on the Securities will accrue from the most recent Interest Payment Date date to which interest has been paid or, if no interest has been paid, payable semiannually on June 15 and December 15 in each year, commencing December 15, 1997, until from the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to date of issuance of the extent lawful) or premium, if any, shall be payable on demandSecurities. The principal of, premium, if any, and interest and Liquidated Damages, if any, on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York San Francisco maintained for such purposes (which initially will be the Corporate Trust Office a corporate trust office of the TrusteeTrustee located at ______________________________________); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.121012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.131014. The Securities shall be redeemable as provided in Article XI Eleven and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFour.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $155,000,000 U.S.$150,000,000 (or such greater amount necessary to reflect exercise of the Initial Purchasers' over-allotment option in principal amount compliance with the Purchase Agreement, but not in excess of SecuritiesU.S.$180,000,000), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 2.5, 2.6, ----------- --- 2.7, 7.5, 9.8, 10.2 or 12.3(e). --- --- --- ---- ------- The Securities shall be known and designated as the "105.75% Senior Convertible Subordinated Notes due 20072008" of the Company. The Their Stated Maturity of the Securities shall be June 15, 2007, 2008 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 2013, 1997, or from the most recent Interest Payment Date to which interest has been paid2001, payable semiannually in arrears on June 15 and December 15 in each year, commencing December 15, 19972001, at the rate of 5.75% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate then in effect on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. ------------ The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities attached hereto as Exhibit A, --------- and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being ------------ herein called a "Place of Payment"). ---------------- The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by the Corporate Trust Office form of Securities attached hereto as Exhibit A. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated --------- Damages as provided in the Registration Rights Agreement. The Securities shall be made redeemable at the option of the Company by check mailed to addresses Company, as provided in Article Nine and in the form of the Persons entitled thereto Securities attached hereto as such addresses Exhibit A. --------- The Securities shall appear on the Security Registerbe convertible as provided in Article Ten (any ----------- city in which any Conversion Agent is located being herein called a "Place of -------- Conversion"). For all purposes hereunder, the Series A ---------- The Securities and the Series B Securities will shall be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article Eleven. -------------- The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the SecuritiesTwelve. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.--------------

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture Indenture, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 2.08, 2.09, 2.12, 2.14, 3.04, 10.04 or 11.01, is limited to U.S. $155,000,000 150,000,000, as such amount may be increased, but not by an amount in excess of $22,500,000, solely as a result of the purchase of additional Securities (the “Additional Securities”) pursuant to the Initial Purchasers’ over-allotment option granted by the Issuer under the purchase agreement, dated March 3, 2011 (the “Purchase Agreement”), among the Issuer, the Guarantors and the Representatives, as representatives of the several Initial Purchasers; provided that the Issuer may, without the consent of the Holders, reopen the Securities and issue additional Securities under this Indenture with the same terms and with the same CUSIP number as the Securities issued under this Indenture on the initial Issue Date of the Securities of this series in an unlimited aggregate principal amount amount; provided, further, that no such additional Securities may be issued unless fungible with the Securities issued under this Indenture on the initial Issue Date for U.S. federal income tax purposes as evidenced by an Opinion of Securities, except Counsel. Any additional Securities would rank equally and ratably in right of payment with the Securities issued under this Indenture on the initial Issue Date for the Securities of this series and would be treated as a single series of debt securities for all purposes under this Indenture. The Securities shall be known and designated as the "10“7.50% Exchangeable Senior Notes due 2007" 2031” of the CompanyIssuer. The Stated Their Final Maturity of the Securities Date shall be June March 15, 2007, 2031 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from March 9, as such interest rate may be adjusted as set forth in the Securities, from June 20, 19972011, or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually in arrears on June March 15 and December September 15 in of each year, commencing December September 15, 19972011, at 7.50% per annum until the principal thereof is paid or duly provided fordue and at the rate of 7.50% 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 overdue principalInterest Payment Date (other than an Interest Payment Date coinciding with the Final Maturity Date or Redemption Date or Repurchase Date) of a Security falls on a day that is not a Business Day, interest (such Interest Payment Date will be postponed until the next succeeding Business Day pursuant to Section 12.06. If the extent lawful) Final Maturity Date, Redemption Date or premiumRepurchase 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 Repurchase Date to such next succeeding Business Day. Upon receipt by the Trustee of an Officer’s Certificate stating that the Representatives have elected to exercise the option for the Initial Purchasers to purchase from the Issuer a specified aggregate principal amount of Additional Securities not to exceed a total of $22,500,000 in accordance with this paragraph pursuant to the Purchase Agreement, the Trustee shall authenticate and make available for delivery such aggregate principal amount of such Additional Securities as specified in, and upon receipt of, an Issuer Request, and such specified aggregate principal amount of such Additional Securities shall be payable on demandconsidered part of the original aggregate principal amount of the Securities for all purposes hereof. The principal of, premium, if any, and interest on, on the Securities shall be payable and as provided in the form of Securities will set forth in Section 2.03. The Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed Issuer, as provided in Article 11 and shall be issued in the form of Securities set forth in Section 2.03. The Registrable Securities are entitled to addresses the benefits of the Persons 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 thereto to the payment of Liquidated Damages as such addresses provided by Section 5.10. The Securities shall appear on be guaranteed by each Guarantor as provided in Article 13 and shall have endorsed thereon the Security RegisterGuarantee substantially in the form set forth in Section 2.03, executed by each Guarantor. For all purposes hereunder, The Securities shall not have the Series A benefit of any sinking fund obligations. The Securities and the Series B Securities will shall be treated exchangeable as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right of payment with the Series B SecuritiesArticle 4. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Issuer at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV3.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of Securities500,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.7, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "104 3/4% Senior Convertible Subordinated Notes due 2007" July 15, 2008 of the Company. The Their Stated Maturity of the Securities shall be June July 15, 2007, 2008 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from December 8, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1999, payable semiannually semi-annually in arrears on June January 15 and December July 15 in each year, commencing December July 15, 19972000, at the rate of 4 3/4% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 6 3/4% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Offer to Purchase given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities will be exchangeable are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and transferable at an office or agency in the form of Security set forth in Section 2.2. The Securities are entitled to the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after January 20, 2002, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 75,000,000 (or $100,000,000 if the Initial Purchaser Option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the "Initial Purchaser Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "105.00% Convertible Senior Notes due 2007November 15, 2006" of the Company. The Their Stated Maturity of the Securities shall be June November 15, 2007, 2006 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from November 27, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2001, payable semiannually semi-annually in arrears on June May 15 and December November 15 in each year, commencing December May 15, 19972002, at the rate of 5.00% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 5.00% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after November 15, 2004, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the provided in Article XII (any city in which any Conversion Agent is located being herein called a "Securities." The Series A Securities rank pari passu in right Place of payment with the Series B SecuritiesConversion"). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities__________, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 8.05, 11.08, 12.02 or 14.02(e). The Securities shall be known and designated as the "10____% Senior Convertible Subordinated Notes due 20072006" of the CompanyIssuers. The Their Stated Maturity of the Securities shall be June 15__________, 2007, 2006 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from __________, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1999, payable semiannually semi-annually in arrears on June 15 __________ and December 15 __________ in each year, commencing December 15__________, 19971999, at the rate of _____% until the principal amount at maturity, Redemption Price or Fundamental Change Redemption Price in respect thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)due; provided, however, that payment of interest may payments shall only be made on Business Days as provided in Section 1.12. The principal, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, and interest in respect of the Securities shall be payable as provided in the form of Security set forth in Section 2.02 and the Fundamental Change Redemption Price shall be payable at such places as are identified in the Issuer Notice given pursuant to Section 14.02 (any 33 41 city in which any Paying Agent is located being herein called a "PLACE OF PAYMENT"). The Securities shall be redeemable at the option of the Company, in whole or in part, and at the option of the Company by check mailed to addresses as provided in Article 11 and in the form of the Persons entitled thereto Security set forth in Section 2.02. The Securities shall be convertible as such addresses provided in Article 12 (any city in which any Conversion Agent is located being herein called a "PLACE OF CONVERSION"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with the Series B Securitiesto Senior Indebtedness as provided in Article 13. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have Issuers at the right to require option of the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable Holder as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV14.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 150,000,000 (or $175,000,000 if the Initial Purchasers exercise in principal amount of Securitiesfull their right to purchase additional Notes), except for Notes authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.2 or 13.3(5) in exchange for, or in lieu of, other Notes previously authenticated and delivered under this Indenture The Securities Notes shall be known and designated as the "107.00% Senior Convertible Subordinated Notes due 2007July 15, 2006" of the Company. The Their Stated Maturity of the Securities shall be June July 15, 2007, 2006 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 2029, 1997, or from the most recent Interest Payment Date to which interest has been paid2001, payable semiannually semi-annually in arrears on June January 15 and December July 15 in each year, commencing December January 15, 19972002, at the rate of 7.00% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 7.00% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities Notes shall be payable as provided in the form of Notes set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Notes are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Note set forth in Section 2.2. The Notes are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Company shall not optionally redeem the Notes at any time. The Notes shall be made at the option convertible as provided in Article XI (any city in which any Conversion Agent is located being herein called a "Place of the Company by check mailed to addresses of the Persons entitled thereto as such addresses Conversion"). The Notes shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article XII. The Securities Notes shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 100,000,000 in aggregate principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1011, 1014 or 1108; provided, however, that notwithstanding anything else stated herein the Company may issue up to an additional $25,000,000 in aggregate principal amount of Securities (the "Additional Securities") initially to the Initial Purchasers (as defined in the Registration Rights Agreement) pursuant to this Indenture on one occasion at any time through and including October 23, 1997 and such Additional Securities shall be treated as Securities for all purposes of this Indenture. The Securities shall be known and designated as the "108 1/2% Senior Notes due 2007" of the Company. The Stated Maturity of the Securities shall be June 15October 1, 2007, and the Securities shall each bear interest at the rate of 108 1/2% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20September 30, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 15 April 1 and December 15 October 1 in each year, commencing December 15April 1, 19971998, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)purposes; provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV1011.

Title and Terms. The aggregate principal amount of Securities Bonds which may be authenticated and delivered under this Indenture is limited to $155,000,000 5,000,000 except for Bonds authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Bonds pursuant to Section 304, 305, 306, 905 and 1108 hereof. Forthwith upon the execution and delivery of this Indenture, or from time to time thereafter, Bonds up to a maximum aggregate principal amount of Securities$5,000,000 may be executed by the Company and delivered to the Trustee for authentication, except for 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 "10% Senior Notes due 2007Convertible Adjustable Secured Bonds, Due 2000" of the Company. The Their Stated Maturity of the Securities shall be June 15_____________ , 2007, 2000 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth annum specified in the Securitiestitle of the Bonds, from June 20, 1997the Initial Interest Accrual Date, or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually annually on June 15 January 1 and December 15 July 1 in each year, commencing December 15January 1, 19971996, until the principal thereof is paid or duly provided formade available for payment. Interest on any overdue principal, interest The principal of (to the extent lawful) or and premium, if any, ) and interest on the Bonds shall be payable on demand. The principal of, premium, if any, and interest on, at the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes purpose ("Place of Payment"), which initially will may be at the Principal Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made or at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase other location designated by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control and maintained pursuant to Section 10.131002. The Securities Bonds shall be redeemable as provided in Article XI and Eleven. The Bonds shall be subordinated in the Securities. At the election right of payment to Senior Indebtedness 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 Company as provided in Article IVTwelve. The Bonds shall be convertible as provided in Article Thirteen. The Bonds shall be secured by the Collateral Stock as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities230,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "104% Senior Convertible Subordinated Notes due 2007March 15, 2005" of the Company. The Their Stated Maturity of the Securities shall be June March 15, 2007, 2005 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June March 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1998, payable semiannually semi-annually in arrears on June March 15 and December September 15 in each year, commencing December September 15, 19971998, at the rate of 4% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed to addresses at any time on or after March 15, 2002, in whole or in part, as provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 100,000,000 (or $110,000,000 if the option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the "Initial Purchaser Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "102.50% Convertible Senior Notes due 2007October 1, 2010" of the Company. The Their Stated Maturity of the Securities shall be June 15October 1, 2007, 2010 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from September 30, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2003, payable semiannually semi-annually in arrears on June 15 April 1 and December 15 October 1 in each year, commencing December 15April 1, 19972004, at the rate of 2.50% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 2.50% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided in Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may be made Liquidated Damages as provided by Section 10.11 and in the form of security set forth in Section 2.2. The Securities are redeemable at the option of the Company by check mailed at any time on or after October 5, 2008, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the provided in Article XII (any city in which any Conversion Agent is located being herein called a "Securities." The Series A Securities rank pari passu in right Place of payment with the Series B SecuritiesConversion"). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securitieson October 1, in whole or in part2008, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities125,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.5 in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "10“2% Convertible Senior Notes due 2007" May 1, 2024” of the Company. The Their Stated Maturity of the Securities shall be June 15May 1, 2007, 2024 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from April 29, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2004, payable semiannually semi-annually in arrears on June 15 May 1 and December 15 November 1 in each year, commencing December 15November 1, 19972004, at the rate of 2% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 3% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)any overdue interest; provided, however, that payments shall only be made on a Business Day as provided in Section 1.12. The principal of and interest on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.2 (any city in which any Paying Agent is located being herein called a “Place of Payment”). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided in Section 10.11 and in the form of Security set forth in Section 2.2. Holders of the Securities are entitled to the payment of interest may be made Additional Interest as provided by Section 10.11 and in the form of security set forth in Section 2.2. The Securities are redeemable at the option of the Company by check mailed at any time on or after May 1, 2009, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right Article XII (any city in which any Conversion Agent is located being herein called a “Place of payment with the Series B SecuritiesConversion”). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securitieson May 1, in whole or in partof each of 2009, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable 2014 and 2019, as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 300,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 9.6, 10.12, 10.13 or 11.8. The Securities shall be known and designated as the "109-7/8% Senior Subordinated Notes due 2007" of the Company. The Stated Maturity of the Securities shall be June October 15, 2007, and the Securities shall each bear interest at the rate of 109-7/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20October 15, 19971998, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June April 15 and December October 15 in each year, commencing December April 15, 19971999, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)) or at such other office or agency as may be maintained for such purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons Person entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A C Securities and the Series B D Securities will be treated as one class and are together referred to as the "Securities." The Series A C Securities rank pari passu in right of payment with the Series B D Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall not be entitled to the benefits of any sinking fund. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in 207,000,000 (including $27,000,000 aggregate principal amount of SecuritiesSecurities that may be sold by the Company pursuant to the over-allotment option granted pursuant to the Underwriting Agreement, dated September 17, 1997, among the Company, Xxxxx Xxxxxx Inc., BT Alex. Xxxxx Incorporated, Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1108, 1302 or 1405. The Securities shall be known and designated as the "104-1/2% Senior Convertible Subordinated Notes due 2007Due 2004" of the Company. The Their Stated Maturity of the Securities shall be June 15September 1, 2007, 2004 and the Securities they shall each bear interest at the rate of 104-1/2% per annum, as such interest rate may be adjusted as set forth in from and including the Securities, from June 20, 1997, 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 paidpaid or duly provided for, as the case may be, payable semiannually semi-annually on June 15 March 1 and December 15 in each yearSeptember 1 commencing March 1, commencing December 15, 19971998, until the principal thereof is paid or duly provided formade available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on any which payment is to be made. The Company shall pay interest on overdue principalprincipal 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) or premium, if any, shall be payable on demand. The principal of, of and premium, if any, and interest on, 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 Securities will be exchangeable and transferable at an office or agency offices of the Company Trustee in The City of New York, New York (or such other office maintained for such purposes (which initially will be that purpose pursuant to Section 1002) in the Corporate Trust Office case of the Trustee)Securities held of record by Holders other than DTC or its nominee; provided, however, that payment of interest may be made at the option of the Company payment of interest may be made, with respect to Securities held of record by a Holder other than DTC or its nominee, by check mailed to addresses the address of the Persons Person entitled thereto as such addresses address shall appear on in the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and Eleven. The Securities shall be subordinated in the Securities. At the election right of the Company, the entire payment to Senior 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 IVTwelve. 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 which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.5, 3.8, 8.5, 10.8, 11.2 or 12.3(f). The Securities shall be known and designated as the "102.00% Guaranteed Convertible Senior Notes due 2007August 21, 2011" of the CompanyIssuer. The Their Stated Maturity of the Securities shall be June 15August 21, 20072011, and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from August 21, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2001, payable semiannually semi-annually in arrears on June 15 February 21 and December 15 August 21 in each year, commencing December 15February 21, 19972002, at the rate of 2.00% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 2.00% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.13. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Exhibit A and Exhibit B, and any Redemption Price, Change of Control Redemption Price or Holder Option Redemption Price shall be payable at such places as are identified in the Securities will be exchangeable and transferable at an office or agency notice of redemption delivered pursuant to Section 10.5, the Company Notice given pursuant to Section 12.3 or any notice from the Issuer delivered pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses Issuer, as provided in Article Ten and in the form of the Persons entitled thereto Securities set forth in Exhibit A and Exhibit B. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the provided in Article Eleven (any city in which any Conversion Agent is located being herein called a "Securities." The Series A Securities rank pari passu in right Place of payment with the Series B SecuritiesConversion"). The Securities shall be subject to repurchase redemption by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI Twelve and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVThirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$149,500,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.3(f). The Securities shall be known and designated as the "105 1/4% Senior Convertible Subordinated Notes due 2007September 15, 2001" of the Company. The Their Stated Maturity of the Securities shall be June September 15, 2007, 2001 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June September 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1996, payable semiannually semi-annually in arrears on June March 15 and December September 15 in each year, commencing December March 15, 1997, at the rate of 5 1/4% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 5 1/4% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; PROVIDED, HOWEVER, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Sections 2.2 and 10.11. The Securities are entitled to the Corporate Trust Office of the Trustee); provided, however, that payment of Liquidated Damages and additional interest may as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed to addresses at any time on or after September 15, 1999, in whole or in part, as provided in Article Eleven and in the form of the Persons entitled thereto Securities set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities250,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.7, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "105% Senior Convertible Subordinated Notes due 2007March 15, 2006" of the Company. The Their Stated Maturity of the Securities shall be June March 15, 2007, 2006 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from March 3, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1999, payable semiannually semi-annually in arrears on June March 15 and December September 15 in each year, commencing December September 15, 19971999, at the rate of 5.0% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 7.0% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Offer to Purchase given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities will be exchangeable are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and transferable at an office or agency in the form of Security set forth in Section 2.2. The Securities are entitled to the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after June 20, 2001, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities100,000,000, except for Securities authenticated and delivered pursuant to Sections 3.4, 3.5, 3.6, 8.5, 12.2, 13.3(6) or 13.6 in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "10“3% Convertible Senior Notes due 2007" June 15, 2024” of the Company. The Their Stated Maturity of the Securities shall be June 15, 2007, 2024 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 207, 1997, or from the most recent Interest Payment Date to which interest has been paid2004, payable semiannually semi-annually in arrears on June 15 and December 15 in each year, commencing December 15, 19972004, at the rate of 3% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)any overdue interest; provided, however, that payments shall only be made on a Business Day as provided in Section 1.12. The principal of and interest on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a “Place of Payment”). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided in Section 10.11 and in the form of Security set forth in Section 2.2. Holders of the Securities are entitled to the payment of interest may be made Additional Interest as provided by Section 10.11 and in the form of security set forth in Section 2.2. The Securities are redeemable at the option of the Company by check mailed at any time on or after June 15, 2009, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right Article XII (any city in which any Conversion Agent is located being herein called a “Place of payment with the Series B SecuritiesConversion”). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securitieson June 15, in whole or in partof each of 2011, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable 2014 and 2019, as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of Securities, except for unlimited. The Securities shall be known and designated as the "105 1/4% Senior Convertible Subordinated Notes due 20072006" of the Company. The Their Stated Maturity of the Securities shall be June November 15, 2007, 2006 and the Securities they shall each bear interest at the rate of on their principal amount from November 10% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1999, payable semiannually semi-annually in arrears on June May 15 and December November 15 in each year, commencing December May 15, 19972000, at the rate of 5 1/4% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 7 1/4% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.13. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed at any time on or after November 19, 2002, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu set forth in right of payment with the Series B SecuritiesSection 2.2. The Securities shall be subject to repurchase by the Company pursuant to an Offer at the option of the Holders as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13Article XII. The Securities shall be redeemable subordinated in right of payment to Senior Debt of the Company as provided in Article XI and in the SecuritiesXIII. At the election of the Company, the entire Indebtedness on the The Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may shall be defeased convertible as provided in Article IVXIV (any city in which any Conversion Agent is located being herein called a "Place of Conversion").

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$140,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.2(e). The Securities shall be known and designated as the "105% Senior Convertible Subordinated Notes due 20072002" of the CompanyIssuer. The Their Stated Maturity of the Securities shall be June 15August 1, 2007, 2002 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 20July 31, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually semi-annually in arrears on June 15 February 1 and December 15 August 1 in each year, commencing December 15February 1, 19971998, at the rate of 5% (together with any Additional Amounts and Liquidated Damages the Issuer may be required to pay) until the principal thereof is paid or duly provided for. Interest due, and at the rate of 5% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; PROVIDED, HOWEVER, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Security set forth in Section 2.2 and the Repurchase Price shall be payable at such places as are identified in the Issuer Notice given pursuant to Section 15.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses Issuer, in whole or in part, and at the option of the Persons entitled thereto Issuer or otherwise in the event of certain developments, including, developments with respect to U.S. withholding taxes or certification requirements, as such addresses provided in Article Eleven and in the form of Security set forth in Section 2.2. The Securities shall appear on the Security Registerbe convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). For all purposes hereunder, the Series A The Securities and the Series B Securities will shall be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesIssuer as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Issuer at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 500,000,000 (or U.S. $600,000,000 if the Over-allotment Option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "105% Senior Convertible Subordinated Notes due April 1, 2007" of the Company. The Their Stated Maturity of the Securities shall be June 15April 1, 2007, 2007 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from March 29, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually semi-annually in arrears on June 15 April 1 and December 15 October 1 in each year, commencing December 15October 1, 19972000, at the rate of 5% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 5% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after the third Business Day after April 1, 2003, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities450,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.6 in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "10“0.50% Convertible Senior Notes Notes, Series B due 2007" February 15, 2034” of the Company. The Their Stated Maturity of the Securities shall be June February 15, 2007, 2034 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from February 15, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2005, payable semiannually semi-annually in arrears on June February 15 and December August 15 in each year, commencing December August 15, 19972005, at the rate of 0.50% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 0.50% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.2 (any city in which any Paying Agent is located being herein called a “Place of Payment”). The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made Securities are redeemable at the option of the Company by check mailed at any time on or after February 20, 2011, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right Article XII (any city in which any Conversion Agent is located being herein called a “Place of payment with the Series B SecuritiesConversion”). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securitieson each February 15, in whole or in partof each of 2011, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable 2014, 2019, 2024 and 2029, as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of Securities, except for unlimited. The Securities shall be known and designated as the "10[ ]% Senior Convertible Subordinated Notes due 20072006" of the Company. The Their Stated Maturity of the Securities shall be June 15[ ], 2007, 2006 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from [ ], as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1999, payable semiannually semi-annually in arrears on June 15 [ ] and December 15 [ ] in each year, commencing December 15[ ], 19972000, at the rate of [ ]% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of [ ]% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.13. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed at any time on or after [ ] 2002, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu set forth in right of payment with the Series B SecuritiesSection 2.2. The Securities shall be subject to repurchase by the Company pursuant to an Offer at the option of the Holders as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13Article XII. The Securities shall be redeemable subordinated in right of payment to Senior Debt of the Company as provided in Article XI and in the SecuritiesXIII. At the election of the Company, the entire Indebtedness on the The Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may shall be defeased convertible as provided in Article IVXIV (any city in which any Conversion Agent is located being herein called a "Place of Conversion").

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 400,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06 or 11.08. The Initial Securities shall be known and designated as the "107 7/8% Series A Senior Notes Subordinated Securities due 20072005" of the Company. 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 June December 15, 20072005, and the Securities shall each bear interest at the rate of 107 7/8% per annum, as such interest rate may be adjusted as set forth in the SecuritiesSecurities and the Registration Rights Agreement, from June 20December 21, 1997, 1998 or from the most recent Interest Payment Date to which interest has been paid, as applicable, payable semiannually on June 15 and December 15 in each year, commencing December June 15, 19971999, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office a corporate trust office of the Trusteetrustee located at 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxx Xxxx, New York 1004); providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear shown on the Security Register. For all purposes hereunder, the Series A Initial Securities and the Series B Exchange Securities will be treated as one class and are together referred to as the "Securities." The Series A Initial Securities rank pari passu PARI PASSU in right of payment with the Series B Exchange Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness 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 IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 ____________ (or $_____________ if the Over-allotment Option set forth in principal amount of Securitiesthe Underwriting Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.7[, 12.2](36) or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "10____% Senior [Convertible](37) Subordinated Notes due 2007_________, ______" of the Company. The Their Stated Maturity of the Securities shall be June 15_______________, 2007, _____ and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from ____________, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid_____, payable semiannually semi-annually in arrears on June 15 ________ and December 15 ________ in each year, commencing December 15_________________, 1997______, at the rate of ____% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of ____% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear at any time on the Security Register. For all purposes hereunderor after _________________, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities____, in whole or in part, in subject to the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable conditions and as otherwise provided in Article XI and in the Securitiesform of Securities set forth in Section 2.2. At The Securities are not entitled to the election benefit 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 IVany sinking fund.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 125,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1015 or 1108. The Securities shall be known and designated as the "1011% Senior Subordinated Notes due 20072008" of the Company. The Stated Maturity of the Securities shall be June 15August 1, 20072008, and the Securities shall each bear interest at the rate of 1011% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20July 31, 19971998, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 15 February 1 and December 15 August 1 in each year, commencing December 15February 1, 19971999, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office a corporate trust office of the TrusteeTrustee located at 100 Wall Street, 20th Floor, New York, New York, 10005); provided, howeverhowxxxx, that payment of interest may be made at the xxxx xxxxxxx xx xxxxxxxx xxx xx xxxx xx xhe option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.121012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.131014. The Securities shall be redeemable as provided in Article XI Eleven and in the Securities. The Indebtedness evidenced by these Securities shall be subordinated in right of payment with all other Senior Indebtedness. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFour.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 450,000,000 (or $550,000,000 if the Over-allotment Option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "104% Senior Convertible Subordinated Notes due 2007December 15, 2006" of the Company. The Their Stated Maturity of the Securities shall be June December 15, 2007, 2006 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June December 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1999, payable semiannually semi-annually in arrears on June 15 and December 15 in each year, commencing December June 15, 19972000, at the rate of 4% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after December 20, 2002, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000 (or $155,000,000 345,000,000 if the Over-allotment Option set forth in principal amount Section 2 of Securitiesthe Underwriting Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "105% Senior Convertible Subordinated Notes due 2007October 15, 2005" of the Company. The Their Stated Maturity of the Securities shall be June October 15, 2007, 2005 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from October 27, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually semi-annually in arrears on June April 15 and December October 15 in each year, commencing December April 15, 19972001, at the rate of 5% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 5% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed at any time on or after October 16, 2003, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities200,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.2(e). The Securities shall be known and designated as the "106% Senior Convertible Subordinated Notes due 20072002" of the Company. The Their Stated Maturity of the Securities shall be June 15October 1, 2007, 2002 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 20September 24, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually semi-annually in arrears on June 15 April 1 and December 15 October 1 in each year, commencing December 15April 1, 19971998, at the rate of 6% (together with any Additional Amounts and Liquidated Damages the Company may be required to pay) until the principal thereof is paid or duly provided for. Interest due, and at the rate of 6% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Security set forth in Section 2.2 and the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities will shall be exchangeable and transferable redeemable at an office or agency the option of the Company Company, in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); providedwhole or in part, however, that payment of interest may be made and at the option of the Company by check mailed or otherwise in the event of certain developments, including, develop ments with respect to addresses U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have at the right to require option of the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable Holder as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of Securities, 160,000,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 3.7, 9.6, 10.15, 10.16 or 11.8 hereof. The Securities shall be known and designated as the "109 3/4% Senior Subordinated Notes due 2007Due 2006" of the Company. The Their Stated Maturity of the Securities shall be June 15October 1, 20072006, and the Securities they shall each bear interest at the rate of 109.75% per annumannum from September 26, as such interest rate may be adjusted as set forth in the Securities, from June 20, 19971996, or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually on June 15 April 1 and December 15 October 1 in each year, commencing December 15April 1, 1997, and at said Stated Maturity, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest The principal of (to the extent lawful) or and premium, if any, shall be payable on demand. The principal of, premium, if any, on) and interest on, on the Securities shall be payable and at the Securities will be exchangeable and transferable at an office or agency of the Company maintained for such purpose in The City of New York York, or at such other office or agency of the Company as may be maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)purpose; provided, however, that payment of interest may be made that, at the option of the Company Company, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, or (ii) with respect to any Holder owning Securities in the Series A Securities and the Series B Securities will be treated as one class and are together referred principal amount of $500,000 or more, by wire transfer to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase an account maintained by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, Holder located in the event of United States, as specified in a Change of Control pursuant written notice to Section 10.13the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities shall be redeemable as provided in Article XI and in hereof. The Securities shall be subject to defeasance at the Securities. At the election option 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 Company as provided in Article IVXII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XIII hereof. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article XIV hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities345,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 8.05, 11.08, 12.02 or 14.02(e). The Securities shall be known and designated as the "10____% Senior Convertible Subordinated Notes due 2007" of the Company. The Their Stated Maturity of the Securities shall be June 15__________, 2007, 2007 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from __________, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually semi-annually in arrears on June 15 __________ and December 15 __________ in each year, commencing December 15__________, 19972000, at the rate of _____% until the principal principal, Redemption Price or Fundamental Change Redemption Price in respect thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)due; provided, however, that payment of interest may payments shall only be made on Business Days as provided in Section 1.12. The principal, Redemption Price, Fundamental Change Redemption Price, and interest in respect of the Securities shall be payable as provided in the form of Security set forth in Section 2.02 and the Fundamental Change Redemption Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.02 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company, in whole or in part, and at the option of the Company by check mailed to addresses as provided in Article 11 and in the form of the Persons entitled thereto Security set forth in Section 2.02. The Securities shall be convertible as such addresses provided in Article 12 (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with the Series B Securitiesto Senior Indebtedness as provided in Article 13. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have at the right to require option of the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable Holder as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV14.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $155,000,000 55,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.14, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08. The Securities shall be known and designated as the "10“5.50% Senior Notes due 2007" 2018” of the Company. The Stated Maturity of the principal of the Securities shall be June 15May 1, 20072018, and the Securities shall each bear interest at the rate of 105.50% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20April 29, 1997, 2015 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 15 May 1 and December 15 November 1 in each year, commencing December 15November 1, 19972015, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office a corporate trust office of the TrusteeTrustee located at 000 Xxxxxxx Xxxxxx, 7E, New York, New York 10286); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear shown on the Security Register. Notwithstanding anything to the contrary in this Section 3.01, payment of principal of and any premium and interest on any Security in permanent global form shall be made by wire transfer to the Depository therefor or pursuant to such other procedures as shall be prescribed by such Depository, and the Company, the Trustee and any agent of the Company and the Trustee shall treat, for all purposes whatsoever, such Depository or its nominee as the Holder of such Security. For all purposes hereunder, the Series A Initial Securities and the Series B any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the "“Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. ” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.1210.12 or pursuant to a Special Mandatory Offer to Purchase as provided in Section 10.14. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.1310.15. The Securities shall be redeemable as provided in Article XI Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's ’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFour.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 300,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06 or 11.08. The Initial Securities shall be known and designated as the "107.95% Series A Senior Notes Securities due 20072003" of the Company. The Exchange Securities shall be known and designated as the "7.95% Series B Senior Securities due 2003" of the Company. The Stated Maturity of the Securities shall be June 15August 1, 20072003, and the Securities shall each bear interest at the rate of 107.95% per annum, as such interest rate may be adjusted as set forth in the SecuritiesSecurities and the Registration Rights Agreement, from June 20August 2, 1997, 1999 or from the most recent Interest Payment Date to which interest has been paid, as applicable, payable semiannually on June 15 August 1 and December 15 February 1 in each year, commencing December 15February 1, 19972000, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office a corporate trust office of the Trusteetrustee located at Norwest Corporate Trust, x/x Xxxxxxxxxx Xxxxx Xxxxxxx, 0xx Xxxxx, XXXX Department, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10041); providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear shown on the Security Register. For all purposes hereunder, the Series A Initial Securities and the Series B Exchange Securities will be treated as one class and are together referred to as the "Securities." The Series A Initial Securities rank pari passu PARI PASSU in right of payment with the Series B Exchange Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness 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 IV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities1,200,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "104.75% Senior Convertible Subordinated Notes due 2007October 1, 2005" of the Company. The Their Stated Maturity of the Securities shall be June 15October 1, 2007, 2005 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from October 2, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually semi-annually in arrears on June 15 April 1 and December 15 October 1 in each year, commencing December 15April 1, 19972001, at the rate of 4.75% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4.75% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after October 1, 2003, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$125,000,000 (U.S.$150,000,000 if the over-allotment is fully exercised), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 2.5, 2.6, 2.7, 7.5, 9.8, 10.2 or 12.3(e). The Securities shall be known and designated as the "105.50% Senior Convertible Subordinated Notes due February 15, 2007" of the Company. The Their Stated Maturity of the Securities shall be June February 15, 2007, 2007 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from February 15, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually in arrears on June February 15 and December August 15 in each year, commencing December August 15, 19972000, at the rate of 5.50% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate then in effect on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities attached hereto as Exhibit A, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities will be exchangeable and transferable at an office or agency are entitled to the benefits of a Registration Rights Agreement as provided by the form of Securities attached hereto as Exhibit A. The Securities are entitled to the payment of Liquidated Damages as provided in the Registration Rights Agreement. Whenever in this Indenture there is a reference, in any context, to the payment of the Company principal of, premium, if any, or interest on, or in The City of New York maintained for respect of, any Security, such purposes (which initially will mention shall be the Corporate Trust Office deemed to include mention of the Trustee); provided, however, that payment of interest may Liquidated Damages payable as described in the Registration Rights Agreement to the extent that, in such context, Liquidated Damages are, were or would be made payable in respect of the Security pursuant to the Registration Rights Agreement, and an express mention of the payment of Liquidated Damages (if applicable) in any provisions of the Security shall not be construed as excluding Liquidated Damages in those provisions of the Security where such express mention is not made. Liquidated Damages, if any, shall be paid on an Interest Payment Date. The Securities shall be redeemable at the option of the Company by check mailed to addresses Company, as provided in Article Nine and in the form of the Persons entitled thereto Securities attached hereto as such addresses Exhibit A. The Securities shall appear on the Security Registerbe convertible as provided in Article Ten (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). For all purposes hereunder, the Series A The Securities and the Series B Securities will shall be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article Eleven. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVTwelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities250,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "104% Senior Convertible Subordinated Notes due 2007June 15, 2005" of the Company. The Their Stated Maturity of the Securities shall be June 15, 2007, 2005 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 2012, 1997, or from the most recent Interest Payment Date to which interest has been paid1998, payable semiannually semi-annually in arrears on June 15 and December 15 in each year, commencing December 15, 19971998, at the rate of 4% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after June 20, 2001, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities90,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.3 or 13.9 in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "105.00% Senior Notes Convertible Subordinated Debentures due 2007October 1, 2033" of the Company. The Their Stated Maturity of the Securities shall be June 15October 1, 2007, 2033 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from September 24, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2003, payable semiannually semi-annually in arrears on June 15 April 1 and December 15 October 1 in each year, commencing December 15April 1, 19972004, at the rate of 5.00% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of [ ]% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest onon the Securities shall be payable as provided in the form of Security set forth in Section 2.2, and the Redemption Price, Repurchase Price and the Change in Control Repurchase Price, whether payable in cash or in shares of Common Stock or a combination thereof, shall be payable at such places as are identified in the notice given by the Company pursuant to Sections 13.2 and 13.6, respectively (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.7 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Additional Interest as provided by Section 10.7. At any time on or after October 1, 2008, the Securities shall be payable subject to redemption by the Company, in whole or in part, subject to the conditions and as otherwise provided in Article XI and in the form of Security set forth in Section 2.2. The Securities will shall be exchangeable and transferable at an office or agency convertible as provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the TrusteeConversion"); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$11,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 305, 306 or 1202. The Securities shall be known and designated as the "107% Senior Notes Exchangeable Debentures due 2007October 25, 2000" of the Company. The Their Stated Maturity of the Securities shall be June 15October 25, 2007, 2000 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount retroactively from October 25, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1995, payable semiannually semi-annually in arrears on June 15 May 1 and December 15 November 1 in each year, commencing December 15May 1, 19971996, at the rate of 7% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 7% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee)any overdue interest; provided, however, that payments shall only be made on Business Days as provided -------- ------- in Section 111. The principal of and interest on the Securities shall be payable as provided in the forms of Securities set forth in Section 202 (any city in which any Paying Agent is located being herein called a "Place of Payment"), provided, -------- however, that no fractional shares of Granges Common Stock shall be delivered ------- upon payment at Stated Maturity. If more than one Security being paid shall be held by the same Holder, the number of whole shares (or other integral units of securities), payable shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) held and being paid. Instead of any fractional share (or other fractional unit) which would otherwise be payable on any Security or Securities the Escrow Agent on behalf of the Company shall pay (but only from the sources specified below) a cash adjustment in respect of such fractional interest in an amount equal to the same fraction of the market price per share of the Granges Common Stock (or per unit of such other security), such market price to be calculated by the Company as ninety-five percent of the average closing trade price of Granges Common Stock on the American Stock Exchange, or, if Granges Common Stock is not then listed on the American Stock Exchange, the stock exchange or over-the-counter market upon which the Granges Common Stock is traded which, in aggregate, has the highest dollar trading volume, during the twenty consecutive trading days ending on the last trading day prior to Stated Maturity, or, should Granges Common Stock not be traded on any stock exchange or over-the-counter market, then ninety five percent of the per share fair value of Granges Common Stock over such twenty- day period as determined in good faith by an investment banking firm retained in good faith by the Company and which is a member of the New York Stock Exchange or the Toronto Stock Exchange. The Company shall deliver to the Escrow Agent, or at its option authorize the Escrow Agent to obtain by the sale of shares of Granges Common Stock (or other securities which are part of the Exchange Property) held by it, the funds necessary or anticipated by the Escrow Agent to be necessary for payment of interest may such fractional interests. The Company agrees to furnish or cause to be made furnished to the Escrow Agent any additional funds required to permit such cash payments in respect of fractional interests. The Securities shall be redeemable at the option of the Company by check mailed to addresses at any time on or after October 25, 1998, as provided in Article Eleven and in the form of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu set forth in right of payment with the Series B SecuritiesSection 202. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable exchangeable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVTwelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$300,000,000, except for Securities authenti cated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). The Securities shall be known and designated as the "104-1/2% Senior Notes Convertible Subordinated Debentures due 2007October 1, 2000" of the Company. The Their Stated Maturity of the Securities shall be June 15October 1, 2007, 2000 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from October 5, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1995, payable semiannually semi- annually in arrears on June 15 April 1 and December 15 October 1 in each year, commencing December 15April 1, 19971996, at the rate of 4-1/2% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4-1/2% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; PROVIDED, HOWEVER, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the forms of Securities and the coupon set forth in Sections 2.2 and 2.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to addresses changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms of the Persons entitled thereto Securities set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 125,000,000 (plus, in the event that the Initial Purchasers exercise their option to purchase up to $25,000,000 additional principal amount of SecuritiesSecurities pursuant to Section 2 of the Purchase Agreement, such additional principal amount of Securities purchased by the Initial Purchasers, which shall not exceed $25,000,000), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "104.25% Convertible Senior Notes due June 1, 2007" of the Company. The Their Stated Maturity of the Securities shall be June 151, 2007, 2007 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from May 21, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2002, payable semiannually semi-annually in arrears on June 15 1 and December 15 1 in each year, commencing December 151, 19972002, at the rate of 4.25% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4.25% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after June 1, 2005, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of Security set forth in Section 2.2. The Securities shall be convertible as provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall have endorsed thereon, and the Holders of the Persons entitled thereto as such addresses Securities shall appear on have the Security Register. For all purposes hereunderbenefit of, the Series A Securities and the Series B Securities will be treated Guarantees as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right of payment with the Series B SecuritiesArticle XIII. -40- The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$__________, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). ----------- --- --- --- ---- ---- ------- The Securities shall be known and designated as the "10__% Senior Convertible Subordinated Notes due 2007_________, 2005" of -42- the Company. The Their Stated Maturity of the Securities shall be June 15__________, 2007, 2005 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from __________, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2000, payable semiannually semi-annually in arrears on June 15 ____________ and December 15 ____________ in each year, commencing December 15____________, 19972000, at the rate of __% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of __% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments -------- ------- shall only be payable made on demandBusiness Days as provided in Section 1.12. ------------ The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and ----------- the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being ------------ herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed Company, as provided in Article Ten and in the form of Securities set forth in Section 2.2. ----------- ----------- The Securities are not entitled to addresses the benefit of the Persons entitled thereto any sinking fund. The Securities shall be convertible as such addresses provided in Article Eleven (any -------------- city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article Twelve. -------------- The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the SecuritiesThirteen. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.----------------

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities115,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.2(e). The Securities shall be known and designated as the "105 1/4% Senior Convertible Subordinated Notes due 20072004" of the Company. The Their Stated Maturity of the Securities shall be June 15November 1, 2007, 2004 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 20October 14, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually semi-annually in arrears on June 15 May 1 and December 15 November 1 in each year, commencing December 15May 1, 19971998, at the rate of 5 1/4% (together with any Liquidated Damages the Company may be required to pay) until the principal thereof is paid or duly provided for. Interest due, and at the rate of 5 1/4% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Security set forth in Section 2.2 and the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities will shall be exchangeable and transferable redeemable at an office or agency the option of the Company Company, in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); providedwhole or in part, however, that payment of interest may be made and at the option of the Company by check mailed to addresses as provided in Article Eleven and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have at the right to require option of the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable Holder as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 in principal amount of Securities100,000,000, except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.3 or 13.9 in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "105.25% Convertible Senior Notes Debentures due 2007August 15, 2033" of the Company. The Their Stated Maturity of the Securities shall be June August 15, 2007, 2033 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from August 11, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2003, payable semiannually semi-annually in arrears on June February 15 and December August 15 in each year, commencing December February 15, 19972004, at the rate of 5.25% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 5.25% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest onon the Securities shall be payable as provided in the form of Security set forth in Section 2.2, and the Repurchase Price and the Change in Control Repurchase Price, whether payable in cash or in shares of Common Stock or a combination thereof, shall be payable at such places as are identified in the notice given by the Company pursuant to Sections 13.2 and 13.6, respectively (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.7 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.7. At any time on or after August 15, 2008, the Securities shall be payable subject to redemption by the Company, in whole or in part, subject to the conditions and as otherwise provided in Article XI and in the form of Security set forth in Section 2.2. The Securities will shall be exchangeable and transferable at an office or agency convertible as provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the TrusteeConversion"); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$350,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). The Securities shall be known and designated as the "105 1/4% Senior Convertible Subordinated Notes due 2007December 15, 2006" of the Company. The Their Stated Maturity of the Securities shall be June December 15, 2007, 2006 and the Securities they shall each bear interest at the rate of on their principal amount from December 10% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid1999, payable semiannually semi-annually in arrears on June 15 and December 15 in each year, commencing December June 15, 19972000, at the rate of 5 1/4% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 7 1/4% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Sections 2.2 and 9.11. The Securities are entitled to the Corporate Trust Office of the Trustee); provided, however, that payment of Liquidated Damages and additional interest may as provided by Section 9.11. The Securities shall be made redeemable at the option of the Company by check mailed to addresses Company, as provided in Article Ten and in the form of the Persons entitled thereto Securities set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Eleven (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article Twelve. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVThirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.3(f). The Securities shall be known and designated as the "107% Senior Convertible Subordinated Notes due 2007August 1, 2004" of the Company. The Their Stated Maturity of the Securities shall be June 15August 1, 2007, 2004 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 20August 12, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually semi-annually in arrears on June 15 February 1 and December 15 August 1 in each year, commencing December 15February 1, 19971998, at the rate of 7% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 7% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Sections 2.2 and 10.12. The Securities are entitled to the Corporate Trust Office of the Trustee); provided, however, that payment of Liquidated Damages and additional interest may as provided by Section 10.12. The Securities shall be made redeemable at the option of the Company by check mailed to addresses at any time on or after August 1, 2000, in whole or in part, as provided in Article Eleven and in the form of the Persons entitled thereto Securities set forth in Section 2.2. The Securities shall be convertible as such addresses provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Indebtedness of the Series B SecuritiesCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$175,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 15.2(e). The Securities shall be known and designated as the "103.25% Senior Convertible Subordinated Guaranteed Step-Up Notes due 20072002" of the CompanyIssuer. The Their Stated Maturity of the Securities shall be June 151, 2007, 2002 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June 20May 28, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually semi-annually in arrears on June 15 1 and December 15 1 in each year, commencing December 151, 1997, at the rate of 3.25% per annum from May 28, 1997 to June 1, 2000 and thereafter at the rate of 8.25% per annum (together with any Additional Amounts and Liquidated Damages the Issuer may be required to pay) until the principal thereof is paid or duly provided for. Interest due, and at the rate of 3.25% per annum from May 28, 1997 to June 1, 2000 and thereafter at the rate of 8.25% of per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Security set forth in Section 2.2 and the Repurchase Price shall be payable at such places as are identified in the Issuer Notice given pursuant to Section 15.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities will shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses of Issuer or the Persons entitled thereto as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their SecuritiesGuarantor, in whole or in part, and at the option of the Guarantor or the Issuer or otherwise in the event of a Change certain developments, including, in the case of Control pursuant the Issuer, developments with respect to U.S. or French withholding taxes or certification requirements, as provided in Article Eleven and in the form of Security set forth in Section 10.132.2. The Securities shall be redeemable convertible as provided in Article XI and Twelve (any city in the Securitieswhich any Conversion Agent is located being herein called a "Place of Conversion"). At the election The Securities shall be subordinated in right of payment to Senior Indebtedness 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 Issuer as provided in Article IVThirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 125,000,000 (plus, in the event that Xxxxxxx, Xxxxx & Co. exercises its option to purchase up to $25,000,000 additional principal amount of SecuritiesSecurities pursuant to Section 2 of the Purchase Agreement, such additional principal amount of Securities purchased by Xxxxxxx, Sachs & Co., which shall not exceed $25,000,000), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "105.75% Convertible Senior Notes due April 1, 2007" of the Company. The Their Stated Maturity of the Securities shall be June 15April 1, 2007, 2007 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from March 25, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2002, payable semiannually semi-annually in arrears on June 15 April 1 and December 15 October 1 in each year, commencing December 15October 1, 19972002, at the rate of 5.75% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 5.75% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after April 1, 2005, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of Security set forth in Section 2.2. The Securities shall be convertible as provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall have endorsed thereon, and the Holders of the Persons entitled thereto as such addresses Securities shall appear on have the Security Register. For all purposes hereunderbenefit of, the Series A Securities and the Series B Securities will be treated Guarantees as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right of payment with the Series B SecuritiesArticle XIII. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIV.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$102,900,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 2.5, 2.6, 2.7, 7.5, 9.8, 10.2 or 12.3(e). The Securities shall be known and designated as the "105.75% Convertible Senior Subordinated Notes due 2007June 15, 2008" of the Company. The Their Stated Maturity of the Securities shall be June 15, 2007, 2008 and the Securities they shall each bear interest at the rate of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, on their principal amount from June December 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2002, payable semiannually in arrears on June 15 and December 15 in each year, commencing December June 15, 19972003, at the rate of 5.75% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate then in effect on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities attached hereto as Exhibit A, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses Company, as provided in Article Nine and in the form of the Persons entitled thereto Securities attached hereto as such addresses Exhibit A. The Securities shall appear on the Security Registerbe convertible as provided in Article Ten (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). For all purposes hereunder, the Series A The Securities and the Series B Securities will shall be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article Eleven. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVTwelve.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to $155,000,000 U.S.$100,000,000 (or such greater amount necessary to reflect (i) exercise of the Initial Purchaser's over-allotment option in compliance with the Purchase Agreement and/or (ii) the issuance of Additional Securities in an aggregate principal amount of Securitiesup to $35,000,000, in which case the maximum aggregate principal amount of the Securities shall be $150,000,000), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 2.5, 2.6, 2.7, 7.5, 9.8, 10.2 or 12.3(e). The Securities shall be known and designated as the "105% Senior Convertible Subordinated Notes due 2007November 15, 2005" of the Company. The Their Stated Maturity of the Securities shall be June November 15, 2007, 2005 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from November 19, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2001, payable semiannually in arrears on June May 15 and December November 15 in each year, commencing December May 15, 19972002, at the rate of 5% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate then in effect on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities attached hereto as Exhibit A, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "PLACE OF PAYMENT"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses Company, as provided in Article Nine and in the form of the Persons entitled thereto Securities attached hereto as such addresses Exhibit A. The Securities shall appear on the Security Registerbe convertible as provided in Article Ten (any city in which any Conversion Agent is located being herein called a "PLACE OF CONVERSION"). For all purposes hereunder, the Series A The Securities and the Series B Securities will shall be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article Eleven. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVTwelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$175,000,000, as such amount may be increased, but not by an amount in excess of $155,000,000 26,250,000, solely as a result of the purchase of additional Securities pursuant to the underwriters' over-allotment option granted by the Company under the underwriting agreement, dated June 21, 2001 (the "Underwriting Agreement"), among the Company, Xxxxxxx, Xxxxx & Co., Credit Suisse First Boston Corporation, X.X. Xxxxxx Securities Inc., Xxxxxx Xxxxxxx & Co. Incorporated, Bear Xxxxxxx & Co., Inc. and Xxxx Xxxxxxxx Incorporated (collectively, the "Underwriters"), to the several Underwriters (referred to in principal amount of the Underwriting Agreement and this Indenture as the "Additional Securities, ") except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, ----------- --- 3.6, 8.5, 10.8, 11.2 or 13.3(e). --- --- ---- ---- ------- The Securities shall be known and designated as the "104.50% Senior Convertible Subordinated Notes due 20072006" of the Company. The Their Stated Maturity shall be July 1, 2006 and they shall bear interest on their principal amount from the date of the Securities shall be June 15Time of Delivery, 2007payable semi-annually in arrears on January 1 and July 1 each year, and the Securities shall each bear interest commencing January 1, 2002, at the rate of 104.50% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 15 and December 15 in each year, commencing December 15, 1997, annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 4.50% per annum on any overdue principalprincipal and, interest (to the extent lawful) permitted by law, on any overdue interest; provided, however, that payments shall only be made on Business Days as provided -------- ------- in Section 1.12. ------------ Upon receipt by the Trustee of an Officers' Certificate stating that the Underwriters have elected to purchase from the Company a specified aggregate principal amount of Additional Securities not to exceed a total of $26,250,000 all such elections in accordance with this paragraph pursuant to the Underwriting Agreement, the Trustee shall authenticate and make available for delivery such specified aggregate principal amount of such Additional Securities to or premiumupon a Company Request, if any, and such specified aggregate principal amount of such Additional Securities shall be payable on demandconsidered part of the original aggregate principal amount of the Securities. The principal of, premium, if any (including the Make-Whole Payment, if any), and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable ----------- in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in ------------ which any Paying Agent is located being herein called a "Place of Payment"). The City of New York maintained for such purposes (which initially will Securities shall be the Corporate Trust Office of the Trustee); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses Company, as provided in Article Ten and shall be issued in the form of the Persons entitled thereto Securities set forth ----------- in Section 2.2. ----------- The Securities shall be convertible as such addresses provided in Article Eleven (any city -------------- in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in Article Twelve. -------------- The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the SecuritiesThirteen. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.----------------

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 350,000,000 (or $400,000,000 if the Initial Purchaser Option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the "Initial Purchaser Option")), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "103.75% Convertible Senior Notes due 2007October 15, 2006" of the Company. The Their Stated Maturity of the Securities shall be June October 15, 2007, 2006 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from October 24, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2001, payable semiannually semi-annually in arrears on June April 15 and December October 15 in each year, commencing December April 15, 19972002, at the rate of 3.75% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 3.75% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided by Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may Liquidated Damages as provided by Section 10.11. The Securities shall be made redeemable at the option of the Company by check mailed at any time on or after October 18, 2004, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the provided in Article XII (any city in which any Conversion Agent is located being herein called a "Securities." The Series A Securities rank pari passu in right Place of payment with the Series B SecuritiesConversion"). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $155,000,000 100,000,000 (or $110,000,000 if the option set forth in principal amount Section 2 of Securitiesthe Purchase Agreement is exercised in full (the “Initial Purchaser Option”)), except for Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "10“2.50% Convertible Senior Notes due 2007" October 1, 2010” of the Company. The Their Stated Maturity of the Securities shall be June 15October 1, 2007, 2010 and the Securities they shall each bear interest at the rate of 10% per annumon their principal amount from September 30, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paid2003, payable semiannually semi-annually in arrears on June 15 April 1 and December 15 October 1 in each year, commencing December 15April 1, 19972004, at the rate of 2.50% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 2.50% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; provided, however, that payments shall only be payable made on demanda Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Securities will Repurchase Price, whether payable in cash or in shares of Common Stock, shall be exchangeable and transferable payable at an office or agency of such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a “Place of Payment”). The City Registrable Securities are entitled to the benefits of New York maintained for such purposes (which initially will be a Registration Rights Agreement as provided in Section 10.11 and in the Corporate Trust Office form of Security set forth in Section 2.2. The Securities are entitled to the Trustee); provided, however, that payment of interest may be made Liquidated Damages as provided by Section 10.11 and in the form of security set forth in Section 2.2. The Securities are redeemable at the option of the Company by check mailed at any time on or after October 5, 2008, in whole or in part, subject to addresses the conditions and as otherwise provided in Article XI and in the form of the Persons entitled thereto Security set forth in Section 2.2. The Securities shall be convertible as such addresses shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu provided in right Article XII (any city in which any Conversion Agent is located being herein called a “Place of payment with the Series B SecuritiesConversion”). The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securitieson October 1, in whole or in part2008, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $155,000,000 in principal amount of SecuritiesU.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(E). The Securities shall be known and designated as the "105.50% Senior Convertible Subordinated Notes due January 15, 2007" of the Company. The Their Stated Maturity shall be January 15, 2007 and they shall bear interest on their principal amount from the date of the Securities shall be June 15, 2007, and the Securities shall each bear interest at the rate Time of 10% per annum, as such interest rate may be adjusted as set forth in the Securities, from June 20, 1997, or from the most recent Interest Payment Date to which interest has been paidDelivery, payable semiannually semi-annually in arrears on June January 15 and December July 15 in each year, commencing December July 15, 19972000, at the rate of 5.50% per annum until the principal thereof is paid or duly provided for. Interest due and at the rate of 5.50% per annum on any overdue principalprincipal and, interest (to the extent lawful) or premiumpermitted by law, if anyon any overdue interest; PROVIDED, HOWEVER, that payments shall only be payable made on demandBusiness Days as provided in SECTION 1.12. The principal of, premium, if any, and interest on, on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities will be exchangeable and transferable at an office or agency are entitled to the benefits of the Company in The City of New York maintained for such purposes (which initially will be Registration Rights Agreement, including the Corporate Trust Office of the Trustee); provided, however, that payment of Liquidated Damages and additional interest may as provided by the Registration Rights Agreement. The Securities shall be made redeemable at the option of the Company by check mailed to addresses Company, as provided in ARTICLE TEN and shall be issued in the form of the Persons entitled thereto Securities set forth in SECTION 2.2. The Securities shall be convertible as such addresses provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall appear on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu subordinated in right of payment with to Senior Debt of the Series B SecuritiesCompany as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company pursuant to an Offer at the option of the Holders as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.13. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IVARTICLE THIRTEEN.