Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “4.50% Senior Notes due 2031” of the Company. The Stated Maturity of the Notes shall be June 1, 2031, and the Notes shall bear interest at the rate set forth below from May 20, 2021, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purpose.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $2,000,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 304, 305, 306, 906, 1009, 1016 or 1108. The Notes Securities shall be known and designated as the “4.50"9 1/8% Senior Notes due 2031” Due 2008" of the Company. The Their Stated Maturity of the Notes shall be June May 1, 20312008, and the Notes they shall bear interest at the rate set forth below of 9 1/8% per annum from May 20April 28, 20211998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December November 1, 2021 1998 and semi-annually semiannually thereafter on June May 1 and December November 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (eachfor. Principal of, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) , and interest on the Notes shall Securities will be payable payable, and the Securities may be exchanged or transferred, at the office or agency of the Company maintained for such purpose orin The City of New York, at which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses shall appear on the Security Register. The interest rate on the Securities is subject to increase by the addition of Special Interest and otherwise, all as set forth or referred to in the Note Register; provided that all payments text of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered the Securities appearing in the name of or held by the Depository or its nominee Exhibit A hereto. The Securities shall be made by wire transfer of immediately available funds to redeemable as provided in Article Eleven. At the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency election of the Company maintained for such purposeCompany, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve.

Title and Terms. The aggregate principal amount at maturity of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $175,000,000 issued on the date hereof, however that except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any Additional Notes issued under this Indenture rank pari passu with such exchange the Initial Notes, are issued Original Securities shall be canceled in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes Section 3.09 and shall have no longer be deemed Outstanding for any purpose. In no event shall the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indentureaggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $175,000,000. The Notes Securities shall be known and designated as the “4.50"9 7/8% Senior Notes due 2031” 2009" of the CompanyIssuer. The Stated Maturity of the Notes Securities shall be June 1November 15, 2031, and the Notes 2009. The Securities shall bear cash interest at the rate set forth below of 9 7/8% per annum on the principal amount at maturity of the Notes, from May 2013, 2021, 1999 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 May 15 and December 1 in each year and at said Stated MaturityNovember 15, commencing November 15, 1999, until the principal thereof is paid or duly provided made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Person Step-Down Date. Accrued Special Interest, if any, shall be paid in whose name the Note (or any predecessor Note) is registered at the close of business cash in arrears semi-annually on the May 15 and November 15 immediately preceding such in each year, and the amount of accrued Special Interest Payment Date (each, a “Regular Record Date”)shall be determined on the basis of the number of days actually elapsed. If any interest payment date falls on a day that is not a Business DayWith respect to Global Securities, the required payment Issuer will be made on the succeeding Business Day and no interest pay interest, if any, on such payment will be payable on Securities to the bearers of such Interest Payment Date in respect Securities. Holders of such Global Securities must surrender such Securities to the delayTrustee to collect principal payments. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable at the corporate trust office or agency of the Company Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose orand at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Company, Issuer payment of interest may be made by check mailed to the Holders address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at their respective addresses the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. Unless the Note Register; provided that context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all payments of principalpurposes under the Indenture, premiumincluding without limitation, if anyamendments, waivers, redemptions and interest with respect Offers to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposePurchase.

Title and Terms. The aggregate principal amount of Notes Series A Securities which may be authenticated and issued delivered under this Indenture for original issue on the Issue Date is not limited; providedlimited to $260,000,000 (such Series A Securities being herein called the "Offered Securities"), however that any Additional Notes issued and from time to time after the Issue Date up to an additional $140,000,000 aggregate principal amount of Series A Securities may be issued, authenticated and delivered hereunder. The aggregate principal amount of Series B Securities which may be authenticated and delivered under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as for original issue is limited to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture$400,000,000. The Notes aggregate principal amount of Securities Outstanding at any one time may not exceed $400,000,000 except as provided in Section 3.7 hereof. The Series A Securities shall be known and designated as the “4.50"9 1/2% Senior Subordinated Notes due 2031” 2008, Series A" of the Company. The Their Stated Maturity of the Notes shall be June 1, 20312008, and the Notes they shall bear interest at the rate set forth below of 9 1/2% per annum from May 20, 2021the date of their original issuance, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2021 and semi-annually thereafter semiannually on June 1 and December 1 in each year year, commencing, in the case of the Offered Securities, December 1, 1999, and at said Stated Maturity, until the principal thereof is paid or duly provided for for. The Series B Securities shall be known and to designated as the Person in whose name "9 1/2% Senior Subordinated Notes due 2008, Series B" of the Note (or any predecessor Note) is registered Company. Their Stated Maturity shall be June 1, 2008, and they shall bear interest at the close rate of business on 9 1/2% per annum from the May 15 and November 15 immediately preceding such date of their original issuance, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on June 1 and December 1 in each year, commencing on the first June 1 or December 1 following the original issuance of the Series B Securities, and at said Stated Maturity, until the principal thereof is paid or duly provided for. Upon the occurrence of a Registration Default, the interest rate on Transfer Restricted Securities shall increase (each"Special Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.50% per annum and shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a “Regular Record Date”)maximum amount of 1.0% per annum with respect to all Registration Defaults. If Following the cure of a Registration Default, the accrual of Special Interest with respect to such Registration Default shall cease and upon the cure of all Registration Defaults the interest rate shall revert to the original rate. Any Special Interest due on any Security shall be payable on the appropriate Interest Payment Date to the Holder entitled to receive the interest payment date falls on a day that is not a Business Day, the required payment will to be made on such date. Each obligation to pay Special Interest shall be deemed to accrue from and including the succeeding Business Day and no date of the first applicable Registration Default to but excluding the date on which all Registration Defaults have been cured. Accrued but unpaid interest on such payment will any Series A Security that is exchanged for a Series B Security pursuant to a Registration Rights Agreement shall be payable paid on such the first Interest Payment Date on the Series B Securities. The Series A Securities and the Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. As provided in respect the applicable Registration Rights Agreement and subject to the limitations set forth therein, at the option of the delayHolders, the Series A Securities shall be exchangeable for Series B Securities of like aggregate principal amount pursuant to an Exchange Offer. The principal of (and premium, if any, on) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York; provided, however, that, at the option of the Company, payment of interest may be made paid on Physical Securities by check mailed on or before the due date to addresses of the Holders Persons entitled thereto as such addresses shall appear on the Security Register. The Securities shall be redeemable as provided in Article XI hereof. The Securities shall be subject to defeasance at their respective addresses set forth the option of the Company as provided in Article XII hereof. The Securities shall be guaranteed by the Note Register; provided that all payments of principal, premiumSubsidiary Guarantors, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered as provided in the name of or held by the Depository or its nominee Article XIII hereof. The Securities shall be made by wire transfer subordinated in right of immediately available funds payment to the accounts within the United States Senior Indebtedness as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeprovided in Article XIV hereof.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedunlimited. Concurrently with the execution and delivery of this Indenture, however that any Additional Notes issued the aggregate principal amount of Initial Securities to be authenticated and delivered under this Indenture rank pari passu with the is $300,000,000. Additional Securities, which may be Initial NotesSecurities or Exchange Securities ("Additional Securities"), are issued in accordance with Sections 202may be authenticated and delivered under this Indenture at any time from time to time, 312 and 1011 hereof, form a single class with the Initial Notes and shall such Securities will have the same terms and conditions as, and be treated as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to single class (for all purposes under this Indenture) with, all such previously authenticated and delivered Securities. The Notes Initial Securities shall be known and designated as the “4.50"4.500% Senior Notes due 2031” of Due 2009" and the Company. Exchange Securities shall be known and designated as the "4.500% Senior Notes Due 2009, Series B." The Stated Maturity of the Notes Securities shall be June 1December 15, 2031, 2009 and the Notes Securities shall bear interest at the rate set forth below of 4.500% per annum from May 20, 2021their date of original issue, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2021 and semi-annually thereafter semiannually in arrears on June 1 15 and December 1 15 in each year and at said Stated Maturityyear, commencing on the date set forth in the definitive form of such Securities, until the principal thereof is paid or duly provided for and for, to the Person in whose name the Note Security (or any predecessor NotePredecessor Security) is registered at the close of business on the May 15 and November 15 immediately June 1 or December 1 next preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such stock exchange require, in Luxembourg, in each case maintained for such purpose purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, c/o SunTrust Robinxxx Xxxxxxxx Xxxxtal Markets, 125 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxention: Randy Xxxxxxxx, xxx the office of the Luxembourg Paying Agent located at Banque Generale du Luxembourg S.A., 50 Avxxxx X.X. Xxxxxxx, X-0951 Luxembourg) or, at the option of the Company, payment of interest may be made paid by check mailed to the Holders at their respective addresses set forth in address of the Note Person entitled thereto as such address shall appear on the Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one Securities the Holders of which have given wire transfer instructions to the Trustee (or more permanent Global Notes registered in the name of or held other Paying Agent) by the Depository or its nominee shall Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, ). Securities that remain outstanding after the consummation of the Exchange Offer and all payments Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity securities under this Indenture. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeredeemable as provided in Article XI.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $150,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureXxxxxxx 000, 000, 000, 000, 000 xx 0000. The Notes Securities shall be known and designated as the “4.50"6 3/4% Senior Notes due 2031” 2008" of the CompanyIssuer. The Their Stated Maturity of the Notes shall be June 1May 15, 2031, 2008 and the Notes they shall bear interest at the rate set forth below of 6 3/4% per annum, from May 2011, 2021, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi- annually on December 1May 15 and November 15, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturitycommencing November 15, 1998, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) and interest inter est on the Notes Securities shall be payable at the office or agency of the Company Issuer in the Borough of Manhattan, The City of New York, New York, maintained for such purpose orand at any other office or agency maintained by the Issuer for such purpose; provided, -------- however, that at the option of the Company, Issuer payment of interest may be made by ------- check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided provided, further, that all payments of principal, the -------- ------- principal of (and premium, if any, ) and interest with respect on Securities, the Permitted Holders of which have given wire transfer instructions to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository Issuer or its nominee shall agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by such Permitted Holders in such instructions. Notwithstanding the Holder or Holders thereofforegoing, and all payments payment of principal, premium, if any, and interest any amount payable in respect of a Global Security will be made in accordance with respect to one or more Certificated Notes at Stated Maturity the applicable procedures of the Depositary. The Securities shall be made against presentation redeemable as provided in Article Eleven. The Securities shall not have the benefit of such Certificated Note any sinking fund obligations. The Securities shall be subject to defeasance at the office or agency option of the Company maintained for such purposeIssuer as provided in Article Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $63,250,000 (including $8,250,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchasers by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 3.04, 3.05, 3.06, 9.06, 11.08, 13.02 or 14.05. The Notes Securities shall be known and designated as the “4.50"7 1/4% Senior Convertible Subordinated Notes due 2031” 2004" of the Company. The Their Stated Maturity of the Notes shall be June 1April 15, 2031, 2004 and the Notes they shall bear interest at the rate set forth below of 7 1/4% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 April 15 and December 1 in each year and at said Stated MaturityOctober 15 commencing October 15, 1997, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for such purpose orpursuant to Section 10.02; PROVIDED, HOWEVER, that at the option of the Company, Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the Holders at their respective addresses address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Section 3.05. The Securities shall be made by wire transfer redeemable as provided in Article Eleven. The Securities shall be subordinated in right of immediately available funds payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the accounts within the United States as specified by option of the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeas provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Supplemental Indenture shall be unlimited. The Company is not limited; providedinitially issuing $150,000,000 aggregate principal amount of Securities as of the date hereof. This series of Securities may be reopened from time to time for the issuance of additional Securities of this series, however that any Additional Notes subject to compliance with Section 704. Any additional Securities issued under this Indenture rank pari passu with shall have the Initial Notesidentical terms as the Securities issued on the Issue Date, are issued in accordance with Sections 202except for the date of issuance, 312 issue price and 1011 hereoffirst Interest Payment Date, and shall form a single class series with the Initial Notes and shall have Securities issued on the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this IndentureIssue Date. The Notes Securities shall be known and designated as the “4.5071/2% Senior Notes due 20312013” of the Company. The Stated Maturity of the Notes Securities shall be June 1April 15, 2031, 2013 and the Notes they shall bear interest at the rate set forth below of 7.50% per annum from May 20, 2021the date of issuance, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in cash and in arrears to the Person in whose name the Security (or any Predecessor Security) is registered at the close of business on December 1, 2021 and semi-annually thereafter on June the April 1 and December October 1 immediately preceding the Interest Payment Date on April 15 and October 15 of each year, commencing on October 15, 2006 in each the case of the Securities issued on the Issue Date. Interest will be computed on the basis of a 360-day year and at said Stated Maturitycomprised of twelve 30-day months, until the principal thereof is paid or duly provided for and for. Interest on any overdue principal, interest (to the Person in whose name the Note (extent lawful) or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (eachpremium, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Dayif any, the required payment will be made on the succeeding Business Day and no interest on such payment will shall be payable on such Interest Payment Date in respect of the delaydemand. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, all as provided in Section 1002 of the Original Indenture; provided, however, that, at the option of the Company, payment of interest may be made paid on Securities in definitive form by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. Holders at shall have the right to require the Company to purchase their respective addresses set forth Securities, in whole or in part, in the Note Register; event of a Change of Control pursuant to Section 710. The Securities shall be subject to repurchase by the Company pursuant to an Asset Disposition as provided that all payments of principal, premium, if any, in Section 711. The Securities shall be redeemable as provided in Article Eight and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeSecurities.

Title and Terms. The An unlimited aggregate principal amount of Notes which Securities may be authenticated and issued delivered under this Indenture (of which U.S.$350,000,000 is not limited; providedbeing issued, however that any Additional Notes issued under this Indenture rank pari passu with authenticated and delivered the Initial Notesdate hereof), are issued including Securities authenticated and delivered upon registration of transfer of, or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 308, 516, 908, 1108 or 1111. The Notes Initial Securities shall be known and designated as the “4.50"5.500% Senior (Secured) Second Priority Notes due 2031” 2014" and the Exchange Securities shall be known and designated as the "5.500% Exchange Senior (Secured) Second Priority Notes due 2014", in each case, of the Company. The Stated Maturity of the Notes Securities shall be June 1March 15, 2031, 2014 and the Notes they shall bear interest at the rate set forth below of 5.500% per annum from May 20and including March 11, 20212004, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1September 15, 2021 2004 and semi-annually thereafter on June 1 March 15 and December 1 September 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided further that all payments of principal, the principal of (and premium, if any, ) and interest with respect on Securities, the Holders of which have given wire transfer instructions to Notes represented by one the Company or more permanent Global Notes registered the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in the name principal amount of or held by the Depository or its nominee shall Securities, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by such Holders in such instructions. Any such wire transfer instructions received by the Holder Company or Holders thereofthe Paying Agent shall remain in 37 effect until revoked by such Holder. Notwithstanding the foregoing, and all payments the final payment of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity principal shall be made against presentation of such Certificated Note at the office or agency payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company maintained for such purposewithout notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture.

Title and Terms. The aggregate principal amount of Notes Series A Securities which may be authenticated and issued delivered under this Indenture for original issue on the Issue Date is not limited; providedlimited to $150,000,000 (such Series A Securities being herein called the "Offered Securities"), however that any Additional Notes issued and from time to time after the Issue Date up to an additional $150,000,000 aggregate principal amount of Series A Securities may be issued, authenticated and delivered hereunder. The aggregate principal amount of Series B Securities which may be authenticated and delivered under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as for original issue is limited to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture$150,000,000. The Notes aggregate principal amount of Securities Outstanding at any one time may not exceed $300,000,000 except as provided in Section 3.7 hereof. The Series A Securities shall be known and designated as the “4.50"9 3/8% Senior Subordinated Notes due 2031” 2010, Series A" of the Company. The Their Stated Maturity of the Notes shall be June October 1, 20312010, and the Notes they shall bear interest at the rate set forth below of 9 3/8% per annum from May 20, 2021the date of their original issuance, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on December 1, 2021 and semi-annually thereafter on June April 1 and December October 1 in each year year, commencing, in the case of the Offered Securities, April 1, 2001, and at said Stated Maturity, until the principal thereof is paid or duly provided for for. The Series B Securities shall be known and to designated as the Person in whose name "9 3/8% Senior Subordinated Notes due 2010, Series B" of the Note (or any predecessor Note) is registered Company. Their Stated Maturity shall be October 1, 2010, and they shall bear interest at the close rate of business on 9 3/8% per annum from the May 15 and November 15 immediately preceding such date of their original issuance, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1 in each year, commencing on the first April 1 or October 1 following the original issuance of the Series B Securities, and at said Stated Maturity, until the principal thereof is paid or duly provided for. Upon the occurrence of a Registration Default, the interest rate on Transfer Restricted Securities shall increase (each"Special Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.50% per annum and shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a “Regular Record Date”)maximum amount of 1.0% per annum with respect to all Registration Defaults. If Following the cure of a Registration Default, the accrual of Special Interest with respect to such Registration Default shall cease and upon the cure of all Registration Defaults the interest rate shall revert to the original rate. Any Special Interest due on any Security shall be payable on the appropriate Interest Payment Date to the Holder entitled to receive the interest payment date falls on a day that is not a Business Day, the required payment will to be made on such date. Each obligation to pay Special Interest shall be deemed to accrue from and including the succeeding Business Day and no date of the first applicable Registration Default to but excluding the date on which all Registration Defaults have been cured. Accrued but unpaid interest on such payment will any Series A Security that is exchanged for a Series B Security pursuant to a Registration Rights Agreement shall be payable paid on such the first Interest Payment Date on the Series B Securities. The Series A Securities and the Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. As provided in respect the applicable Registration Rights Agreement and subject to the limitations set forth therein, at the option of the delayHolders, the Series A Securities shall be exchangeable for Series B Securities of like aggregate principal amount pursuant to an Exchange Offer. The principal of (and premium, if any, on) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York; provided, however, that, at the option of the Company, payment of interest may be made paid on Physical Securities by check mailed on or before the due date to addresses of the Holders Persons entitled thereto as such addresses shall appear on the Security Register. The Securities shall be redeemable as provided in Article XI hereof. The Securities shall be subject to defeasance at their respective addresses set forth the option of the Company as provided in Article XII hereof. The Securities shall be guaranteed by the Note Register; provided that all payments of principal, premiumSubsidiary Guarantors, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered as provided in the name of or held by the Depository or its nominee Article XIII hereof. The Securities shall be made by wire transfer subordinated in right of immediately available funds payment to the accounts within the United States Senior Indebtedness as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeprovided in Article XIV hereof.

Title and Terms. The initial aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to US$179,699,000, however that any Additional Notes issued except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.13 or 11.08, pursuant to an Exchange Offer or pursuant to Section 3.12. The Company may also issue additional Securities under this Indenture rank pari passu having identical terms and conditions to the Securities, subject to compliance with the Initial Notescovenants contained herein including, are issued without limitation, the covenant contained in accordance with Sections 202, 312 and 1011 hereof, form a single class with Section 10.22 (the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any “Additional Notes shall be issued pursuant to a supplemental indenture to this IndentureSecurities”). The Notes Initial Securities shall be known and designated as the “4.5095/8% Senior Subordinated Notes due 20312010” of and the Company. The Exchange Securities shall be known and designated as the “95/8% Senior Series B Subordinated Notes due 2010.” Their Stated Maturity of the Notes shall be June 1July 15, 20312010, and the Notes they shall bear interest at the rate set forth below of 95/8% per annum from May 20, 2021the Closing Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on December 1, 2021 January 15 and semi-annually thereafter on June 1 and December 1 July 15 in each year and at said Stated Maturityyear, commencing January 15, 2004, until the principal thereof is paid or duly provided for and for, to the Person in whose name the Note Security (or any predecessor NoteSecurity) is registered at the close of business on the May 15 and November 15 immediately January 1 or July 1 next preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose purposes, (which initially shall be the office of the Trustee located at Xxx Xxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10006) or, at the option of the Company, payment of interest may be made paid by check mailed to the Holders at their respective addresses set forth in address of the Note Person entitled thereto as such address shall appear on the Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one the U.S. Global Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or more permanent Global Notes registered in the name of or held other Paying Agent) by the Depository or its nominee shall Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, . Securities that remain outstanding after the consummation of the Exchange Offer and all payments Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity securities under this Indenture. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeredeemable as provided in Article XI.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to (Euro)500,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 304, 305, 306, 906, 1009 or 1016. The Notes Securities shall be known and designated as the “4.50"10 3/4% Senior Euro Notes due 2031” Due 2008" of the Company. The Their Stated Maturity of the Notes shall be June 1March 15, 20312008, and the Notes they shall bear interest at the rate set forth below of 10 3/4% per annum from May 20February 29, 20212000, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1September 15, 2021 2000 and semi-annually semiannually thereafter on June 1 March 15 and December 1 September 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (eachfor. Principal of, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) , and interest on the Notes shall Securities will be payable payable, and the Securities may be exchanged or transferred, at the office or agency of the Company maintained for such purpose orin The City of New York, at which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses shall appear on the Security Register. The interest rate on the Securities is subject to increase by the addition of Special Interest and otherwise, all as set forth or referred to in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency text of the Company maintained for such purposeSecurities appearing in Exhibit A hereto. The Securities are not redeemable prior to maturity. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve.

Title and Terms. The aggregate principal amount of Notes which Securities that may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $10,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 304, 305, 306, 1109 or 1203. The Notes Securities shall be known and designated as the “4.50"10.00% Senior Subordinated Notes due 2031” September 30, 2000" of the Company. The Their Stated Maturity of the Notes shall be June 1September 30, 2031, 2000 and the Notes they shall bear interest at the rate set forth below of 10.00% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 March 31 and December 1 in each year and at said Stated MaturitySeptember 30, commencing March 31, 1997, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for and for, on any Interest Payment Date will be paid to the Person in whose name the Note Security (or any predecessor Noteone or more Predecessor Securities) is registered at the close of business on the May Regular Record Date for such interest, which shall be March 15 and November or September 15 immediately (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premiumthereof or, if anyno such account is specified, and interest with respect by mailing a check to one or more Certificated Notes at Stated Maturity each such Holder's registered address. The Securities shall be made against presentation prepayable as provided in Article Eleven. The Securities shall be subject to sinking fund payments as provided in Article Twelve. The Securities shall be subordinated in right of such Certificated Note at the office or agency payment to Senior Indebtedness as provided in Article Thirteen and shall be senior in right of the Company maintained for such purposepayment to Subordinated Indebtedness as provided in Article Ten.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is limited to (a) $100,000,000 plus (b) such aggregate principal amount (which may not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms exceed $15,000,000 principal amount) of Securities as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued purchased by the Underwriters pursuant to a supplemental indenture the Underwriting Agreement, dated August __, 1997, among the Company, Raymxxx Xxxex & Xssociates, Inc. and Forum Capital Markets, L.P., as underwriters, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1403(e). The Notes Securities shall be known and designated as the “4.50"___% Senior Convertible Subordinated Notes due 2031” Due August 1, 2004" of the Company. The Their Stated Maturity of the Notes shall be June August 1, 20312004, and the Notes they shall bear interest at the rate set forth below of ___% per annum from May 20August __, 2021, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter in arrears on June February 1 and December August 1 in each year and at said Stated Maturityyear, commencing February 1, 1998, until the principal thereof is paid or duly provided made available for and payment, and, to the Person in whose name the Note (or any predecessor Note) is registered fullest extent permitted by law, at the close rate of business ___% per annum on the May 15 any overdue principal and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If on any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect overdue installment of the delayinterest. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose or, pursuant to Section 1002; provided that at the option of the Company, Company payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Securities shall be made by wire transfer of immediately available funds redeemable as provided in Article Eleven. The Securities are not entitled to the accounts within the United States as specified by the Holder or Holders thereof, and all payments benefit of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity any sinking fund. The Securities shall be made against presentation subordinated in right of such Certificated Note payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the office or agency option of the Company maintained for such purposeHolders upon a Change of Control as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture on the Issue Date is not limited; providedlimited to $1,500,000,000 principal amount. Additional Securities may be issued, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 authenticated and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued delivered pursuant to a supplemental indenture Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 10.10. The Notes Securities shall be known and designated as the “4.506.000% Senior Secured Notes due 20312029” of the Company. The Their Stated Maturity for payment of the Notes principal shall be June 1December 15, 2031, and 2029. Interest on the Notes Securities shall bear interest accrue at the rate set forth below from May 20of 6.000% per annum and shall be payable semiannually in arrears on each June 15 and December 15, 2021commencing June 15, or 2023, to the Holders of record of Securities at the close of business on June 1 and December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, payable on December 1if no interest has been paid, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturityfrom November 30, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business 2022. Interest on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will Securities shall be made computed on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect basis of the delaya 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency of maintained by the Company maintained for such purpose orpurpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; , or wire transfer or other electronic means. The Securities shall be redeemable as provided that all payments of principal, premium, if any, in Article XI and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Securities. The Securities shall be made by wire transfer of immediately available funds subject to the accounts within the United States satisfaction and discharge as specified by the Holder or Holders thereof, provided in Article IV and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeLegal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The An unlimited aggregate principal amount of Notes which Securities may be authenticated and issued delivered under this Indenture (of which U.S.$350,000,000 is not limited; providedbeing issued, however that any Additional Notes issued under this Indenture rank pari passu with authenticated and delivered the Initial Notesdate hereof), are issued including Securities authenticated and delivered upon registration of transfer of, or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 308, 516, 908, 1016, 1108 or 1111. The Notes Initial Securities shall be known and designated as the “4.507.875% Senior (Secured) Second Priority Notes due 20312012” and the Exchange Securities shall be known and designated as the “7.875% Exchange Senior (Secured) Second Priority Notes due 2012”, in each case, of the Company. The Stated Maturity of the Notes Securities shall be June May 1, 2031, 2012 and the Notes they shall bear interest at the rate set forth below of 7.875% per annum from May 20and including April 30, 20212002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December November 1, 2021 2002 and semi-annually thereafter on June May 1 and December November 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided further that all payments of principal, the principal of (and premium, if any, ) and interest with respect on Securities, the Holders of which have given wire transfer instructions to Notes represented by one the Company or more permanent Global Notes registered the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in the name principal amount of or held by the Depository or its nominee shall Securities, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by such Holders in such instructions. Any such wire transfer instructions received by the Holder Company or Holders thereofthe Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, and all payments the final payment of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity principal shall be made against presentation of such Certificated Note at the office or agency payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company maintained for such purposewithout notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that the Company’s ability to issue Additional Securities shall be subject to the Company’s compliance with Sections 1008 and 1009. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture.

Title and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes Securities shall be known and designated as the “4.50"11% Senior Notes due 2031” of 2008" and the Company. The Exchange Securities shall be known and designated as the "11% Series B Senior Notes due 2008." Their Stated Maturity of the Notes shall be June 1May 15, 20312008, and the Notes they shall bear interest at the rate set forth below of 11% per annum from May 20, 20211998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on December 1, 2021 May 38 27 15 and semi-annually thereafter on June 1 and December 1 November 15 in each year and at said Stated Maturityyear, commencing November 15, 1998, until the principal thereof is paid or duly provided for and for, to the Person in whose name the Note Security (or any predecessor NoteSecurity) is registered at the close of business on the May 15 and 1 or November 15 immediately 1 next preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) ), and interest on the Notes Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose orpurposes, (which initially shall be the office of the Trustee located at One Xxxxx Xxxxxx, Xxx Xxxx, XX 00000) xx, at the option of the Company, payment of interest may be made paid by check mailed to the Holders at their respective addresses set forth in address of the Note Person entitled thereto as such address shall appear on the Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one the U.S. Global Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or more permanent Global Notes registered in the name of or held other Paying Agent) by the Depository or its nominee Regular Record Date for such payment, shall be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, . Securities that remain outstanding after the consummation of the Exchange Offer and all payments Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity securities under this Indenture. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeredeemable as provided in Article Eleven.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture on the Issue Date is not limited; providedlimited to $1,000,000,000 principal amount. Additional Securities may be issued, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 authenticated and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued delivered pursuant to a supplemental indenture Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Notes Securities shall be known and designated as the “4.504.625% Senior Secured Notes due 20312023” of the Company. The Their Stated Maturity for payment of the Notes principal shall be June 1July 15, 2031, and 2023. Interest on the Notes Securities shall bear interest accrue at the rate set forth below from May 20of 4.625% per annum and shall be payable semiannually in arrears on each January 15 and July 15, 2021commencing July 15, or 2015 to the Holders of record of Securities at the close of business on January 1 and July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, payable on December 1if no interest has been paid, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturityfrom March 26, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business 2015. Interest on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment Securities will be made computed on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect basis of the delaya 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency of maintained by the Company maintained for such purpose orpurpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; , or wire transfer or other electronic means. The Securities shall be redeemable as provided that all payments of principal, premium, if any, in Article XI and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Securities. The Securities shall be made by wire transfer of immediately available funds subject to the accounts within the United States satisfaction and discharge as specified by the Holder or Holders thereof, provided in Article IV and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeLegal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $86,250,000 (including $11,250,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchasers by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"7% Senior Notes Convertible Subordinated Debentures due 2031” 2004" of the Company. The Their Stated Maturity of the Notes shall be June 1October 15, 2031, 2004 and the Notes they shall bear interest at the rate set forth below of 7% per annum, from May 20, 2021, the date of initial issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 April 15 and December 1 in each year and at said Stated MaturityOctober 15, commencing April 15, 1998, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company maintained for such purpose orpursuant to Section 1002; provided, however, that at the option of the Company, Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purpose.

Title and Terms. There is hereby created under the Indenture a series of Securities known and designated as the "5 1/2% Exchangeable Notes Due August 2, 2004" of the Company. The aggregate principal amount of Notes which DECS that may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $330,348,375 million, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for DECS authenticated and delivered upon reregistration of, are issued transfer of, or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other DECS pursuant to a supplemental indenture to this Indenture. The Notes shall be known Section 305, 306, 307, 904 and designated as the “4.50% Senior Notes due 2031” 1103 of the CompanyIndenture. The Stated Maturity for payment of principal of the Notes DECS shall be June 1August 2, 2031, 2004 and the Notes DECS shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at the rate set forth below of 5 1/2% of the principal amount per annum, from May 20, 2021, the date of original issuance or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount thereof is exchanged at maturity pursuant to the terms of the DECS. Interest on the DECS shall be payable quarterly in arrears on December February 1, 2021 and semi-annually thereafter on June May 1, August 1 and December November 1 of each year, commencing November 1, 1999 (each, an "Interest Payment Date"), to the persons in each year whose names the DECS (or any predecessor securities) are registered at the close of business on the January 15, April 15, July 15 and at said Stated MaturityOctober 15 immediately preceding such Interest Payment Date, until the principal thereof is paid or duly made available for payment provided for and to the Person in whose name the Note (or any predecessor Note) is registered that interest payable at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes Maturity shall be payable at to the office or agency person to whom the Devon Common Stock is deliverable. The DECS shall be initially issued in the form of a Global Security and the Company maintained Depositary for such purpose orthe DECS shall be the Depository Trust Company, New York, New York. The DECS shall not be redeemable prior to their Stated Maturity and shall not be subject to any sinking fund. The DECS are not subject to payment prior to the date of Maturity at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Holder. The DECS shall be made by wire transfer of immediately available funds to the accounts within the United States mandatorily exchangeable as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeprovided in Section 2.02.

Title and Terms. The An unlimited aggregate principal amount of Notes which Securities may be authenticated and issued delivered under this Indenture (of which U.S.$280,000,000 is not limited; providedbeing issued, however that any Additional Notes issued under this Indenture rank pari passu with authenticated and delivered the Initial Notesdate hereof), are issued including Securities authenticated and delivered upon registration of transfer of, or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 308, 516, 908, 1108 or 1111. The Notes Initial Securities shall be known and designated as the “4.50"6.75% Senior (Secured) Second Priority Notes due 2031” 2015" and the Exchange Securities shall be known and designated as the "6.75% Exchange Senior (Secured) Second Priority Notes due 2015", in each case, of the Company. The Stated Maturity of the Notes Securities shall be June 1March 15, 2031, 2015 and the Notes they shall bear interest at the rate set forth below of 6.75% per annum from May 20and including November 30, 20212004, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1March 15, 2021 2005 and semi-annually thereafter on June 1 March 15 and December 1 September 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, and if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that, at the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided further that all payments of principal, the principal of (and premium, if any, ) and interest with respect on Securities, the Holders of which have given wire transfer instructions to Notes represented by one the Company or more permanent Global Notes registered the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in the name principal amount of or held by the Depository or its nominee shall Securities, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by such Holders in such instructions. Any such wire transfer instructions received by the Holder Company or Holders thereofthe Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, and all payments the final payment of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity principal shall be made against presentation of such Certificated Note at the office or agency payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company maintained for such purposewithout notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of Notes which PIES that may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $_______, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for PIES authenticated and delivered upon reregistration of, are issued transfer of, or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other PIES pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “4.50% Senior Notes due 2031” Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the CompanyIndenture. The Stated Maturity for payment of principal of the Notes PIES shall be June 1November 15, 2031, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the Notes PIES shall bear interest at the rate set forth below of ___% per annum, from May 20and including _______ __, 2021, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor to but excluding the relevant Interest Payment Date, payable quarterly in arrears on December 1February 15, 2021 May 15, August 15 and semi-annually thereafter on June 1 and December 1 in November 15 of each year (commencing February 15, 2000) and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person persons in whose name names the Note PIES (or any predecessor Notesecurities) is are registered at the close of business on the May 15 and November 15 last day of the calendar month immediately preceding such Interest Payment Date interest payment date, until principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be initially issued in the form of a Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (each, a “Regular Record Date”the "Depositary"). If The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any interest sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment date falls on of any and all brokerage costs upon the subsequent sale of such ADRs. The Company may at its option deliver cash in lieu of delivering all or a day that portion (such portion to be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a Business Daynearest 1/100th of a dollar, then to the required payment will next higher 1/100th of a dollar) shall be made on equal to the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date product of the number of Vodafone ADRs otherwise deliverable in respect of the delay. The principal of (and premium, if any) and interest such PIES on the Notes shall be payable at date of Maturity multiplied by the office or agency of Maturity Price. An election to exercise the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest Cash Delivery Option with respect to Notes represented by less than all of the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if more than one or more permanent Global Notes registered in the name of or held PIES shall be surrendered for exchange at one time by the Depository or its nominee same Holder, the amount of cash which shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity delivered upon exchange shall be made against presentation of such Certificated Note at computed on the office or agency basis of the Company maintained for such purposeaggregate number of PIES so surrendered at Maturity.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Supplemental Indenture shall be unlimited. The Company is not limited; providedinitially issuing $200,000,000 aggregate principal amount of Securities as of the date hereof. This series of Securities may be reopened from time to time for the issuance of additional Securities of this series, however that any Additional Notes subject to compliance with Section 704. Any additional Securities issued under this Indenture rank pari passu with shall have the Initial Notesidentical terms as the Securities issued on the Issue Date, are issued in accordance with Sections 202except for the date of issuance, 312 issue price and 1011 hereoffirst Interest Payment Date, and shall form a single class series with the Initial Notes and shall have Securities issued on the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this IndentureIssue Date. The Notes Securities shall be known and designated as the “4.509% Senior Notes due 20312014” of the Company. The Stated Maturity of the Notes Securities shall be June 1, 2031, 2014 and the Notes they shall bear interest at the rate set forth below of 9.00% per annum from May 20, 2021the date of issuance, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2021 semiannually in cash and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and arrears to the Person in whose name the Note Security (or any predecessor NotePredecessor Security) is registered at the close of business on the May 15 and November 15 immediately preceding such the Interest Payment Date (eachon June 1 and December 1 of each year, a “Regular Record commencing on December 1, 2004 in the case of the Securities issued on the Issue Date”). If any interest payment date falls on a day that is not a Business Day, the required payment Interest will be made computed on the succeeding Business Day and no basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest on such payment will (to the extent lawful) or premium, if any, shall be payable on such Interest Payment Date in respect of the delaydemand. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, all as provided in Section 1002 of the Original Indenture; provided, however, that, at the option of the Company, payment of interest may be made paid on Securities in definitive form by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. Holders at shall have the right to require the Company to purchase their respective addresses set forth Securities, in whole or in part, in the Note Registerevent of a Change of Control pursuant to Section 710. The Securities shall be subject to repurchase by the Company pursuant to an Asset Disposition as provided in Section 711. The Securities shall be redeemable as provided in Article Eight and in the Securities. SECTION 302. CUSIP Numbers. The Company in issuing Securities may use “CUSIP” numbers (if then generally in use) in addition to serial numbers; if so, the Trustee shall use such “CUSIP” numbers in addition to serial numbers in notices of redemption and repurchase as a convenience to Holders; provided that all payments any such notice may state that no representation is made as to the correctness of principalsuch CUSIP numbers, premium, if anyeither as printed on the Securities or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Securities, and interest with respect to Notes represented any such redemption or repurchase shall not be affected by one any defect in or more permanent Global Notes registered omission of such CUSIP numbers. The Company will promptly notify the Trustee of any change in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeCUSIP numbers.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the limited to $165,000,000 in principal amount of Securities (of which $115.0 million are Initial Notes, are issued in accordance with Sections 202, 312 Securities and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as up to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall $50.0 million may be issued as Additional Securities), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 306, 307, 308, 906, 1012, 1015 or 1108. The Notes Securities shall be known and designated as the “4.50"11% Senior Subordinated Notes due 2031” 2009" of the CompanyIssuers. The Stated Maturity of the Notes Securities shall be June 1May 15, 20312009, and the Notes Securities shall each bear interest at the rate of _____% per annum, as such interest rate may be adjusted as set forth below in the Securities, from May 2018, 20211999, or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, payable semiannually on December 1, 2021 May 15 and semi-annually thereafter on June 1 and December 1 November 15 in each year and at said Stated Maturityyear, commencing November 15, 1999, until the principal thereof is paid or duly provided for and for. Interest on any overdue principal, interest (to the Person in whose name the Note (extent lawful) or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes , shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principalon demand. The principal of, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in on, the name of or held by the Depository or its nominee Securities shall be made by wire transfer of immediately available funds to payable and the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity Securities shall be made against presentation of such Certificated Note exchangeable and transferable at the an office or agency of the Company Issuers in The City of New York maintained for such purposepurposes (which initially will be a corporate trust office of the Trustee located at 114 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX); xrovided, however, that payment of interest may be made at the option of the Issuers by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Issuers pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Issuers to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1015. - 59 - 73 The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall rank junior to and be subordinated in right of payment to the prior payment in full of all other Senior Indebtedness. The Securities shall be senior subordinated Indebtedness of the Issuers ranking equal to all other existing and future senior subordinated Indebtedness of the Issuers and senior to all Subordinated Indebtedness of the Issuers. At the election of the Issuers, the entire Indebtedness on the Securities or certain of the Issuers' obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Notes the Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to Euro 300,300,000 except for Securities authenticated and delivered upon registration of transfer of, however that or in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6. The Note Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer pursuant to a Board Resolution included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Initial Securities. Upon any Additional Notes issued under this Indenture rank pari passu with such exchange the Initial Notes, are issued Securities shall be cancelled in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes Section 3.9 and shall have no longer be deemed Outstanding for any purpose. In no event shall the same terms as to statusaggregate principal amount of Initial Securities and Exchange Securities Outstanding exceed Euro 300,300,000, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indentureexcept in accordance with Section 3.6. The Notes Securities shall be known and designated as the “4.50"7 3/8% Senior Subordinated Notes due 2031” June 15, 2011" of the CompanyNote Issuer. The Their Stated Maturity of the Notes shall be June 115, 20312011, at which time the Securities will become due and the Notes payable together with any accrued and unpaid interest thereon (including Additional Sums and Additional Amounts, if any) and they shall bear interest at the rate set forth below from May 20of 7 3/8% per annum, 2021, or from the most recent Issue Date, payable quarterly in arrears on each Interest Payment Date to which interest has been paid or duly provided forDate, payable on December 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person Persons in whose name the Note (or any predecessor Note) is Securities are registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any Interest on the Securities will accrue from the most recent date on which interest payment date falls has been paid or, if no interest has been paid, from the Issue Date. Interest in arrears for more than one quarter (and interest thereon) will accrue interest (compounded quarterly) at the same rate. Payments on the Securities issued as a day Global Security shall be made in immediately available funds to the Depositary. In the event that is not a Business DaySecurities are issued in certificated form, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note RegisterIssuer pursuant to Section 10.2; provided provided, that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in unless the name of or Securities are held by the Depository Trust or its nominee shall be made by wire transfer of immediately available funds to any permissible successor entity as provided under the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purpose.Declaration in

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $1,000,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 306 or 906. The Notes Initial Securities shall be known and designated as the “4.50"7 5/8% Senior Notes due 2031” 2011" and the Exchange Securities shall be known and designated as the "7 5/8% Series B Senior Notes due 2011" of the Company. The Their Stated Maturity of the Notes shall be June April 1, 20312011, and the Notes they shall bear interest at the rate set forth below of 7 5/8% per annum (except as otherwise provided for in the form of Security) from May 20, 2021the Security Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor on a given Security or a Security surrendered in exchange for such Security, as the case may be, payable on December October 1, 2021 2001 and semi-annually semiannually thereafter on June April 1 and December October 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such for. The initial Interest Payment Date (each, a “Regular Record Date”)for any Security other than the Initial Securities shall be the first October 1 or April 1 occurring after the Security Issue Date for such Security. If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such The initial Interest Payment Date in respect of for each Initial Security shall be October 1, 2001. The Initial Securities and the delayExchange Securities shall rank pari passu. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, payment of cash interest may be made paid by check mailed to addresses of the Holders Persons entitled thereto as such addresses shall appear on the Security Register. The Securities are not subject to redemption at their respective addresses set forth in the Note Register; provided that all payments option of principalthe Company. At the election of the Company, premium, if any, and interest with respect to Notes the entire indebtedness represented by one the Securities or more permanent Global Notes registered certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in the name of or held by the Depository or its nominee shall Article Twelve. The Securities will be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency senior unsecured obligations of the Company maintained for such purpose.and will rank pari passu in right of payment with all existing and future unsubordinated indebtedness of the Company. 44 36

Title and Terms. The Except for Debentures authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Debentures pursuant to Sections 3.4, 3.5, 9.6 or 11.8, the aggregate principal amount of Notes Debentures which may be authenticated and issued delivered under this Indenture Indenture, is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as limited to status, redemption or otherwise as the Initial Notes$25,000,000. Any Additional Notes shall The Debentures may be issued from time to time in exchange for shares of the Company's Class B Common Stock as such shares are tendered and accepted for exchange pursuant to a supplemental indenture an exchange offer of the Company to this Indentureits shareholders, as described in the Offering Circular. The Notes Debentures may be issued only in registered form without coupons, and shall be known and designated as the “4.50% Senior Notes due 2031” "Unsecured, Subordinated Debentures" of the Company. The Stated Maturity of the Notes shall be June 1, 2031, and the Notes shall bear interest at the rate set forth below from May 20, 2021, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable Principal on December 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes Debenture shall be payable at in one installment on the office date of Maturity, unless paid earlier, in whole or agency in part, by declaration of acceleration, redemption or otherwise. The Maturity Date of any Debenture shall be the last day of the Company maintained for same month as the month in which that Debenture is issued, in the fifth (5th), seventh (7th) or tenth (10th) year after issuance. The year of maturity of any Debenture shall be selected irrevocably by the original Holder prior to the issuance of that Debenture. Interest is payable in consecutive monthly installments due on the last day of each month, commencing on the last day of the month in which the Debenture is issued. Each Debenture bears interest from the date of issuance at either the Fixed Rate or the Variable Rate, as selected irrevocably by the original Holder thereof. The principal, interest and the redemption price of the Debentures shall be payable by check mailed to the Holder entitled to such purpose payment at his address as it appears on the Debenture Register, or, at the option of the Company, original Holder of each Debenture (unless the method of payment of interest may be made by check mailed is subsequently changed upon thirty (30) days written notice to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held Company by the Depository or its nominee registered Debentureholder entitled thereto), by electronic transfer to the account provided to the Company and listed on the records of the Company. The Debentures shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note redeemable at the office or agency option of the Company maintained for such purposewithout penalty or premium as provided in Article Eleven. The Debentures shall be subordinated in right of payment to certain other indebtedness of the Company as provided in Article Twelve. The Debentures are unsecured debt obligations of the Company.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture on the Issue Date is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the limited to $1,000,000,000 principal amount of Initial Notes, are issued Securities and up to $1,000,000,000 principal amount of Exchange Securities exchanged therefor in accordance with Sections 202the Registration Rights Agreement. Additional Securities may be issued, 312 authenticated and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued delivered pursuant to a supplemental indenture Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Notes Securities shall be known and designated as the “4.50% 6½% Senior Notes due 2031Due 2012” of the Company. The Their Stated Maturity for payment of the Notes principal shall be June 1February 15, 2031, and 2012. Interest on the Notes Securities shall bear interest accrue at the rate set forth below from May 20of 6½% per annum and shall be payable semiannually in arrears on each February 15 and August 15, 2021commencing August 15, or 2004 to the Holders of record of Securities at the close of business on February 1 and August 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, payable on December 1if no interest has been paid, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturityfrom February 17, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business 2004. Interest on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment Securities will be made computed on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect basis of the delaya 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency of maintained by the Company maintained for such purpose orpurpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Securities shall be made by wire transfer of immediately available funds to redeemable as provided in Article XI and the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity Securities. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposesubject to Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Notes Bonds which may be authenticated and issued delivered under this Indenture is limited to $3,000,000 (except for such additional principal amounts, not limited; providedto exceed $450,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be of Bonds issued pursuant to a supplemental indenture an option granted to the Underwriters in the initial public offering of the Bonds) 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 $3,450,000 may be executed by the Company and delivered to the Trustee for authentication, and shall thereupon be authenticated and delivered by the Trustee upon Company Order, without any further action by the Company. The Notes Bonds shall be known and designated as the “4.50"10% Senior Notes due 2031” Convertible Adjustable Secured Bonds, Due 2000" of the Company. The Their Stated Maturity of the Notes shall be June 1_____________ , 2031, 2000 and the Notes they shall bear interest at the rate set forth below per annum specified in the title of the Bonds, from May 20, 2021the Initial Interest Accrual Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable annually on December 1, 2021 and semi-annually thereafter on June January 1 and December July 1 in each year and at said Stated Maturityyear, commencing January 1, 1996, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) and interest on the Notes Bonds shall be payable at the office or agency of the Company maintained for such purpose or("Place of Payment"), which may be at the option Principal Corporate Trust Office of the CompanyTrustee, payment of interest may be made by check mailed to the Holders or at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held such other location designated by the Depository or its nominee Company and maintained pursuant to Section 1002. The Bonds shall be made by wire transfer of immediately available funds to the accounts within the United States redeemable as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity provided in Article Eleven. The Bonds shall be made against presentation subordinated in right of such Certificated Note at the office or agency payment to Senior Indebtedness of the Company maintained for such purposeas provided in Article Twelve. 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 Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $143,750,000 (including $18,750,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchasers by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"6% Senior Notes Convertible Subordinated Debentures due 2031” 2001" of the Company. The Their Stated Maturity of the Notes shall be June December 1, 2031, 2001 and the Notes they shall bear interest at the rate set forth below of 6% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity1, commencing June 1, 1997, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for such purpose orpursuant to Section 1002; provided, however, that at the option of -------- ------- the Company, Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the Holders at their respective addresses address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Section 305. The Securities shall be made by wire transfer redeemable as provided in Article Eleven. The Securities shall be subordinated in right of immediately available funds payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the accounts within the United States as specified by option of the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeas provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedunlimited. The Securities will initially be issued in an aggregate principal amount of $400,000,000, however that any except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Xxxxxxx 000, 000, 000, 000 xx 0000. The Company may, without the consent of the Holders, create and issue Additional Notes issued under this Indenture rank pari passu Securities ranking equally with the Initial NotesSecurities and otherwise similar in all respects so that the Additional Securities shall be consolidated and form a single series with the Securities. The Trustee shall authenticate Additional Securities upon receipt of an Officers' Certificate, are issued subject to Section 303, specifying the amount of Additional Securities to be authenticated. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution, subject to Section 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes Section 309 and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall no longer be issued pursuant to a supplemental indenture to this Indenturedeemed Outstanding for any purpose. The Notes Securities shall be known and designated as the “4.50"7.80% Senior Notes due 2031” 2011" of the Company. The Their Stated Maturity of the Notes shall be June 1March 15, 20312011, and the Notes they shall bear interest at the rate set forth below from May 20March 15, 20212001, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1as the case may be, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturitya per annum interest rate of 7.80%, until the principal thereof is paid or duly provided made available for payment; PROVIDED, HOWEVER, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and to the Person Original Securities will from then bear Special Interest until the Step-Down Date. Accrued Special Interest, if any, shall be paid in whose name cash in arrears semi-annually on March 15 and September 15 in each year, and the Note (or any predecessor Note) is registered at the close amount of business accrued Special Interest shall be determined on the May 15 basis of a 365-day year and November 15 immediately the number of days actually elapsed. In connection with the cash payment of any Special Interest, the Company shall notify the Trustee (the "Special Interest Notice") on or before the later to occur of (i) the Regular Record Date preceding such payment of any Special Interest, and (ii) the date on which any such Additional Interest begins to accrue, of the amount of Special Interest to be paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date (each, a “Regular Record during the period between the date on which the Special Interest Notice is given and the next Interest Payment Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will Company shall so notify the Trustee and shall provide the Trustee with the revised amount of Special Interest to be made on paid by the succeeding Business Day and no interest on such payment will be payable Company on such Interest Payment Date in respect of the delayDate. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company in The City of New York, New York maintained for such purpose orand at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company, Company payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided that all . If the Securities are issued in the form of a Global Security, payments of principalthe principal of (and premium, if any) and interest on the Securities shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and interest with respect to Notes represented by one on the Securities shall be payable at the corporate trust office of the Trustee in The City of New York, New York, maintained for such purpose and at any other office or more permanent Global Notes registered in the name of or held agency maintained by the Depository or its nominee shall Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds check mailed to the accounts within address of the United States Person entitled thereto as specified by such address shall appear in the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity Security Register. The Securities shall be made against presentation redeemable as provided in Article Eleven. The Securities shall not have the benefit of such Certificated Note any sinking fund obligations. The Securities shall be subject to defeasance at the office or agency option of the Company maintained as provided in Article Twelve. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for such purposeall purposes under this Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes Securities shall be known and designated as the “4.50% 2¾% Senior Subordinated Convertible Notes due 20312012” of the Company. The Stated Maturity aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $125,000,000 (or $150,000,000 if the option set forth in Section 2(b) of the Notes 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, 10.7, 11.1 or 12.2 hereof. The Securities shall be June 1issuable in denominations of $1,000 or integral multiples thereof. The Securities shall mature on May 16, 20312012. Interest shall accrue from May 18, and the Notes shall bear interest 2004 at the rate set forth below from May 20, 2021, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, Rate until the principal thereof is paid or duly provided made available for payment. Interest shall be payable semiannually in arrears on May 16 and to November 16 of each year, commencing November 16, 2004. Interest on the Person in whose name Securities shall be computed on the Note (or basis of a 360-day year of twelve 30-day months, and for any predecessor Note) period shorter than a full semiannual period for which interest is registered calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month. A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Liquidated Damages, if any) on such Security on the May 15 corresponding Interest Payment Date. If the Company is required by law to withhold any taxes with respect to a deemed distribution to a Holder resulting from a Conversion Rate adjustment, such taxes may be withheld from interest payments made to such Holder on or after the date of such Conversion Price adjustment. A Holder of any Security which is converted after the close of business on a Regular Record Date and November 15 immediately preceding such prior to the corresponding Interest Payment Date (eachother than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest (including Liquidated Damages, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made if any) on the succeeding Business Day and no interest on principal amount of such payment will be payable Security on such Interest Payment Date, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion), which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (b) with respect to which the Company has specified a Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the delaytime such Holder surrenders such Security for conversion. The principal of (Principal of, and premium, if any) , and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on the Notes Physical Securities shall be payable at the office or agency of the Company maintained for such purpose orpurpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Securities shall be redeemable at the option of the Company, payment Company as provided in Article 10 hereof. The Securities shall have the repurchase rights exercisable at the option of interest may be made by check mailed to the Holders at their respective addresses set forth as provided in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Article 11 hereof. The Securities shall be made by wire transfer of immediately available funds to the accounts within the United States convertible as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity provided in Article 12 hereof. The Securities shall be made against presentation subordinated in right of such Certificated Note at the office or agency payment to Senior Debt of the Company maintained for such purposeas provided in Article 13 hereof.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $100,000,000 in principal amount of Securities, however that any 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. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the Holders of Securities, create and issue Additional Notes issued Securities under this Indenture rank pari passu ranking equally with the Initial NotesSecurities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of such Additional Securities or except for the first payment of interest following the issue date of such Additional Securities), are issued subject to the limitations described in accordance with Sections 202, 312 Section 1008 hereof. Such Additional Securities will be consolidated and 1011 hereof, form a single class series with the Initial Notes Securities and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this IndentureSecurities. The Notes Securities shall be known and designated as the “4.50"7.50% Senior Subordinated Notes due 2031” 2012" of the Company. The Stated Maturity of the Notes Securities shall be June March 1, 20312012, and the Notes Securities shall each bear interest at the rate of 7.50% per annum, as such interest rate may be adjusted as set forth below in the Securities, from May 20February 26, 20212004, or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, payable semiannually on December 1, 2021 and semi-annually thereafter on June March 1 and December September 1 in each year and at said Stated Maturityyear, commencing September 1, 2004 until the principal thereof is paid or duly provided for and for. Interest on any overdue principal, interest (to the Person in whose name the Note (extent lawful) or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes , shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principalon demand. The principal of, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in on, the name of or held by the Depository or its nominee Securities shall be made by wire transfer of immediately available funds to payable and the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity Securities shall be made against presentation of such Certificated Note exchangeable and transferable at the an office or agency of the Company in The City of New York maintained for such purposepurposes; provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall rank junior to and be subordinated in right of payment to the prior payment in full of all other Senior Indebtedness. The Securities shall be senior subordinated Indebtedness of the Company ranking equal to all other existing and future senior subordinated Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $86,250,000 (including $11,250,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchasers by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"6 1/2% Senior Notes Convertible Subordinated Debentures due 2031” 2001" of the Company. The Their Stated Maturity of the Notes shall be June 1December 15, 2031, 2001 and the Notes they shall bear interest at the rate set forth below of 6 1/2% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 15 and December 1 in each year and at said Stated Maturity15 commencing June 15, 1997, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company maintained for such purpose orpursuant to Section 1002; provided, however, that at the option of the Company, Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the Holders at their respective addresses address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Section 305. The Securities shall be made by wire transfer redeemable as provided in Article Eleven. The Securities shall be subordinated in right of immediately available funds payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the accounts within the United States as specified by option of the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeas provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $115,000,000 (including $15,000,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchasers by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"5-3/4% Senior Notes Convertible Subordinated Debentures due 2031” 2004" of the Company. The Their Stated Maturity of the Notes shall be June 1August 15, 2031, 2004 and the Notes they shall bear interest at the rate set forth below of 5-3/4% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 February 15 and December 1 in each year and at said Stated MaturityAugust 15, commencing February 15, 1998, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for such purpose orpursuant to Section 1003; PROVIDED, HOWEVER, that, at the option of the Company, payment of interest to Holders of record other than the Depositary may be made by check mailed to the Holders at their respective addresses address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in Section 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the Note Register; option of the Holder as provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held Article Fourteen. The Securities shall be guaranteed by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States Company's Wholly-owned Subsidiaries as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeprovided in Article Fifteen.

Title and Terms. (2) This Schedule should be included only if the Security is issued in global form. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $143,750,000 (including $18,750,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Underwriters by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Underwriting Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"_____% Senior Convertible Subordinated Notes due 2031” 2004" of the Company. The Their Stated Maturity of the Notes shall be June 1_____________, 2031, 2004 and the Notes they shall bear interest at the rate set forth below of _____% per annum, from May 20_____________, 2021, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 ___________ and December 1 in each year and at said Stated Maturity_____________, commencing ___________, 1998, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for such purpose orin The City of New York pursuant to Section 1003; provided, however, that, at the option of the Company, payment of interest to Holders of record other than the Depositary may be made by check mailed on or before the due date to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Securities shall be made by wire transfer of immediately available funds to the accounts within the United States redeemable as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity provided in Article Eleven. The Securities shall be made against presentation subordinated in right of such Certificated Note at the office or agency payment to Senior Indebtedness of the Company maintained for such purposeas provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Holder as provided in Article Fourteen. The Securities shall be guaranteed by the Company's Wholly-owned Significant Subsidiaries as provided in Article Fifteen and the Guarantee Agreement.

Title and Terms. The aggregate principal amount of Notes Bonds which may be authenticated and issued delivered under this Indenture is limited to $10,000,000 (except for such additional principal amounts, not limited; providedto exceed $1,500,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be of Bonds issued pursuant to a supplemental indenture an option granted to the Underwriters in the initial public offering of the Bonds) 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 $11,500,000 may be executed by the Company and delivered to the Trustee for authentication, and shall thereupon be authenticated and delivered by the Trustee upon Company Order, without any further action by the Company. The Notes Bonds shall be known and designated as the “4.50"10% Senior Notes due 2031” Convertible Adjustable Secured Bonds, Due 2000" of the Company. The Their Stated Maturity of the Notes shall be June 1_____________ , 2031, 2000 and the Notes they shall bear interest at the rate set forth below per annum specified in the title of the Bonds, from May 20, 2021the Initial Interest Accrual Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable annually on December 1, 2021 and semi-annually thereafter on June January 1 and December July 1 in each year and at said Stated Maturityyear, commencing January 1, 1996, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) and interest on the Notes Bonds shall be payable at the office or agency of the Company maintained for such purpose or("Place of Payment"), which may be at the option Principal Corporate Trust Office of the CompanyTrustee, payment of interest may be made by check mailed to the Holders or at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held such other location designated by the Depository or its nominee Company and maintained pursuant to Section 1002. The Bonds shall be made by wire transfer of immediately available funds to the accounts within the United States redeemable as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity provided in Article Eleven. The Bonds shall be made against presentation subordinated in right of such Certificated Note at the office or agency payment to Senior Indebtedness of the Company maintained for such purposeas provided in Article Twelve. 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 Notes Securities which may be authenticated and issued delivered under this Indenture for original issue is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as limited to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture$115,000,000. The Notes aggregate principal amount of Securities Outstanding at any one time may not exceed such amount except as provided in Section 3.6 hereof. The Securities shall be known and designated as the “4.50"8 1/4% Senior Notes due 2031” 2008" of the CompanyIssuers. The Securities shall be a joint and several obligation of the Company and Finance Corp. Their Stated Maturity of the Notes shall be June March 1, 20312008, and the Notes they shall bear interest at the rate set forth below of 8 1/4% per annum from May 20, 2021the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in cash in arrears on December 1, 2021 and semi-annually thereafter on June March 1 and December September 1 in each year year, commencing September 1, 1998, and at said such Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close for. Principal of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) , interest and interest Liquidated Damages, if any, on the Notes Securities shall be payable (i) in same-day funds on or prior to the payment dates with respect to those amounts in the case of Securities held of record by the Depository and (ii) at the corporate trust office or agency of the Company Trustee in New York, New York, in the case of Securities held of record by Holders other than the Depository. The Issuers may, at their option, pay interest and Liquidated Damages, if any, on Securities held of record by Holders other than the Depository by check mailed to the addresses of the Persons entitled thereto as they appear in the Security Register on the Regular Record Date for that interest or by wire transfer to an account maintained for by the Holder located in the United States, as specified in a written notice to the Trustee by any such purpose or, 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 hereof. The Securities shall be subject to defeasance at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth Company as provided in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeArticle XII hereof.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $800,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 304, 305, 306, 906, 1009 or 1016. The Notes Securities shall be known and designated as the “4.50"11% Senior Notes due 2031” Due 2008" of the Company. The Their Stated Maturity of the Notes shall be June 1March 15, 20312008, and the Notes they shall bear interest at the rate set forth below of 11% per annum from May 20February 29, 20212000, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1September 15, 2021 2000 and semi-annually semiannually thereafter on June 1 March 15 and December 1 September 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (eachfor. Principal of, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) , and interest on the Notes shall Securities will be payable payable, and the Securities may be exchanged or transferred, at the office or agency of the Company maintained for such purpose orin The City of New York, at which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses shall appear on the Security Register. The interest rate on the Securities is subject to increase by the addition of Special Interest and otherwise, all as set forth or referred to in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency text of the Company maintained for such purposeSecurities appearing in Exhibit A hereto. The Securities are not redeemable prior to maturity. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve.

Title and Terms. The Securities shall be issued in exchange for the outstanding Preferred Shares in accordance with the terms thereof. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is limited to an amount not limited; providedto exceed the aggregate liquidation preference of the outstanding Preferred Shares at the Issue Date, however that except for Securities authenticated and delivered as Secondary Securities pursuant to the fourth paragraph of this Section and Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. If prior to the Issue Date the Company has not exchanged the Preferred Shares initially issued for Preferred Shares registered under the Securities Act pursuant to the Exchange Offer, the Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any Additional Notes issued under this Indenture rank pari passu such exchange the Original Securities shall be cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the Initial Notes, are aggregate principal amount of Original Securities and Exchange Securities Outstanding exceed an amount not to exceed the sum of the aggregate liquidation preference of the outstanding Preferred Shares at the Issue Date plus the aggregate principal amount of Secondary Securities issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indentureherewith. The Notes Securities shall be known and designated as the “4.50"14% Senior Subordinated Notes due 2031” 2009" of the Company. The Stated Maturity of the Notes Securities shall be June February 1, 2031, and the Notes 2009. The Securities shall bear interest at the rate set forth below of 14% per annum, from May 20, 2021, the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June February 1 and December 1 in each year and at said Stated MaturityAugust 1, commencing the first such date after the Issue Date until the principal thereof is paid or duly provided made available for payment. In addition, in the event of any Registration Default, Special Interest will accrue and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such the Securities upon the terms of, and in the manner provided by, the Exchange and Registration Rights Agreement, the terms of which are hereby incorporated by reference and made a part hereof. Accrued Special Interest, if any, shall be paid in arrears semi-annually on February 1 and August 1 in each year, and the amount of accrued Special Interest Payment Date in respect shall be determined on the basis of the delaynumber of days actually elapsed and computed as provided in Section 310. The In the case of a default in payment of principal of and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 1% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on unpaid interest shall also be payable on demand. On each Interest Payment Date occurring on or prior to February 1, 2002, the Company may, at its option, in lieu of the payment in cash of any portion of interest due and payable on such Interest Payment Date, by giving notice to the Trustee not less than 10 nor more than 30 days prior to the Regular Record Date for such Interest Payment Date, execute, and deliver to the Trustee for authentication, together with a Company Order given not less than 10 nor more than 30 days prior to such Interest Payment Date for the authentication and delivery of additional Securities dated such Interest Payment Date in an aggregate principal amount equal to such portion of interest; and the Trustee in accordance with such Company Order shall authenticate and deliver to the Holders of record on such Regular Record Date such additional Securities requested in such Company Order (such duly executed and authenticated additional Securities being of the same series as the Securities and referred to herein as "Secondary Securities"), and the due issuance of such Secondary Securities shall constitute full payment of such portion of interest; provided, however, that interest shall not so be payable in whole or part in Secondary Securities in lieu of cash from and after the date of any deposit of money pursuant to Section 401 or the defeasance or covenant defeasance of the Securities pursuant to Article Twelve. The Company shall pay interest on each Secondary Security from the Interest Payment Date to which its issuance relates. Each issuance of Secondary Securities in lieu of the payment in cash of all or any portion of interest on the Securities shall be made pro rata with respect to the Outstanding Securities. All Secondary Securities shall be issued in the same series as the Securities originally issued pursuant to the Indenture, and all Holders of Secondary Securities shall be treated as Holders of Securities for any and all purposes of any Act of Holders or of other action of Holders or otherwise pursuant to this Indenture except as may otherwise be required by law. Any such Secondary Securities shall be governed by the Indenture and the terms of each such Secondary Security shall be identical to the terms of this Security except with respect to, as the case may be, the designation of such Secondary Security (which may (but need not) indicate the Interest Payment Date of its original issuance), its aggregate principal amount, its CUSIP number or other required identifications, any required legends (including with respect to taxation) and the date from which interest accrues and except as may otherwise be required by law. Notwithstanding the foregoing, Secondary Securities may be issued on any given Interest Payment Date in separate series if such is required pursuant to a change in law after the Issue Date, and, in such event, the Holders of Secondary Securities shall continue to be treated in all respects as Holders of Securities for all purposes of this Indenture (including with respect to any Act of Holders or any other action of Holders or otherwise pursuant to this Indenture) except as required by such change in law. The principal of and premium, if any, and interest on the Notes Securities shall be payable at the corporate trust office or agency of the Company Trustee in the Borough of Manhattan, The City of New York, New York, maintained for such purpose orand at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company, Company payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect . The Securities shall be subject to Notes represented by one or more permanent Global Notes registered in the name of or held repurchase by the Depository or its nominee Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Securities shall not have the benefit of any sinking fund obligations. Unless provided pursuant to clause (8) of Section 901 following a Covenant Amendment, the Securities shall not be redeemable at the option of the Company. The Securities shall be made by wire transfer of immediately available funds subject to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note defeasance at the office or agency option of the Company maintained as provided in Article Twelve. The Securities shall be subordinated in right of payment to Senior Debt as provided in Article Thirteen. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for such purposeall purposes under this Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. (a) The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $250,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture Section 3.4, 3.5, 3.6, 9.6 or 11.8, Exchange Securities or in connection with an Offer to this IndenturePurchase pursuant to Sections 10.19 or 10.21. Subject to Section 3.5, the Securities will be represented by one or more Global Securities in the name of the Depositary or its nominee. The Notes Securities shall be known and designated as the “4.50"7.0% Senior Notes due 2031” 2016" of the Company. The Their Stated Maturity of the Notes shall be June December 1, 2031, 2016 and the Notes they shall bear interest at the rate set forth below of 7.0% per annum, from May 20November 23, 2021, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity1, commencing June 1, 2005, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose or, and at any other office or agency maintained by the Company for such purpose; provided that at the option of the Company, Company payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided that all payments . Notwithstanding any other provision of principalthis Section 3.1, if the Securities are in the form of one or more Global Securities, immediately available funds for the payment of the principal of (and premium, if any, ) and interest with respect to Notes represented by one on the Securities due on any Interest Payment Date or more permanent Global Notes registered in at Maturity, as the name of or held by the Depository or its nominee shall case may be, will be made by wire transfer of immediately available to the Paying Agent to permit the Paying Agent to pay such funds to the accounts within Depositary on such respective dates. The Depositary will allocate and pay such funds to the United States as specified owners of beneficial interests in the Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the Holder Company pursuant to an Offer to Purchase as provided in Sections 10.19 or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity 10.21. The Securities shall be made against presentation of such Certificated Note redeemable as provided in Article Eleven. The Securities shall be subject to defeasance at the office or agency option of the Company maintained as provided in Article Twelve. The Securities do not have the benefit of any sinking fund obligations. The Initial Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities and the Exchange Securities will vote and consent together on all matters to which such purposeHolders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $100,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 304, 305, 306, 307, 308, 906, 1015, 1016 or 1108. The Notes Initial Securities shall be known and designated as the “4.50"9-7/8% Senior Subordinated Notes due 2031” 2006" of the Company. The Exchange Securities shall be known and designated as the "9-7/8% Series B Senior Subordinated Notes due 2006" of the Company. The Stated Maturity of the Notes Initial Securities and the Exchange Securities shall be June February 1, 20312006, and the Notes and, except as otherwise set forth herein, they shall bear interest at the rate set forth below of 9-7/8% per annum from May 20January 24, 20211996, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2021 and semi-annually thereafter in arrears on June February 1 and December August 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and premium, if any, on) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at -------- ------- the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Securities shall be made by wire transfer of immediately available funds to the accounts within the United States redeemable as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity provided in Article Eleven. The Securities shall be made against presentation subordinated in right of such Certificated Note at the office or agency of the Company maintained for such purposepayment to Senior Indebtedness as provided in Article Thirteen.

Title and Terms. (a) The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however that limited to $200,000,000 issued on the date hereof and any Additional Notes Securities that may be issued under from time to time pursuant to Section 3.12, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this Indenture rank pari passu with exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Initial NotesTrustee, are issued in authorized denominations in exchange for a like principal amount of Original Securities (including, if applicable, Additional Securities). Upon any such exchange the Original Securities shall be canceled in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes Section 3.09 and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall no longer be issued pursuant to a supplemental indenture to this Indenturedeemed Outstanding for any purpose. The Notes Securities shall be known and designated as the “4.50"9 1/8% Senior Notes due 2031” 2008" of the CompanyIssuer. The Stated Maturity of the Notes Securities shall be June March 1, 2031, and the Notes 2008. The Securities shall bear interest at the rate set forth below of 9 1/8% per annum, from May 20February 27, 2021, 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June March 1 and December 1 in each year and at said Stated MaturitySeptember 1, commencing September 1, 1998, until the principal thereof is paid or duly provided made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the Person in whose name bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayTrustee to collect principal payments. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable at the corporate trust office or agency of the Company Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose orand at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Company, Issuer payment of interest may be made by check mailed to the Holders address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at their respective addresses the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in the Note Register; provided that all payments Article IV of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposethis Indenture.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $225,000,000 in aggregate principal amount of Series A Securities and Series B Securities, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 3.03, 3.04, 3.05, 3.06, 9.06, 10.11, 10.16 or 11.08. The Notes Series A Securities shall be known and designated as the “4.50"13% Senior Notes due 2031” Due 2005" of the Company. The Series B Securities shall be known and designated as the "13% Senior Notes Due 2005, Series B" of the Company. The final Stated Maturity of the Notes Series A Securities and the Series B Securities shall be June 1February 15, 20312005, and the Notes Series A Securities and Series B Securities shall each bear interest at the rate set forth below of 13% per annum from May 20, 2021, the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, as the case may be, payable on December 1August 15, 2021 1997 and semi-annually thereafter on June 1 February 15 and December 1 August 15, in each year and at said Stated Maturityyear, until the principal thereof is paid or duly provided for and for. Interest on any overdue principal, interest (to the Person in whose name the Note (extent lawful) or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer payable on demand. Series B Securities may be issued only in exchange for a like principal amount of immediately available funds Series A Securities pursuant to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity a Registered Exchange Offer. The Securities shall be made against presentation redeemable as provided in Article Eleven and paragraph 3 of such Certificated Note at the office Series A Securities and paragraph 2 of the Series B Securities. At the election of the Company, the entire Indebtedness on the Securities or agency certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four. The Securities will rank pari passu in right of payment with all present and future senior unsecured obligations of the Company maintained for such purposeand will rank senior in right of payment to all present and future subordinated indebtedness of the Company. The Securities will be effectively subordinated to all existing and future indebtedness and liabilities of the Company's subsidiaries.

Title and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however however, that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 Section 303 hereof, form a single class with the Initial Notes and shall have as part of the same terms as to status, redemption or otherwise series as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the “4.505.950% Senior Notes due 20312029” of the Company. The Stated Maturity of the Notes shall be June 1February 15, 20312029, and the Notes shall bear interest at the rate set forth below of 5.950% per annum from May 20January 22, 20212024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, for on the Notes. Interest on the Notes is payable on December 1, 2021 and semi-annually thereafter on June 1 February 15 and December 1 in August 15 of each year year, commencing on August 15, 2024 and at said the applicable Stated Maturity, until the principal thereof of such Note is paid or duly provided for and to the Person in whose name the such Note (or any predecessor Predecessor Note) ), is registered at the close of business on the May 15 February 1 and November 15 August 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose within the City and State of New York or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note RegisterRegister of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository Depositary or its nominee shall will be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1016. The Notes shall be redeemable as provided in Article Eleven. If the Notes are guaranteed, the due and all payments punctual payment of principalprincipal of, premium, if any, and interest with respect on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency extent set forth herein, by each of the Company maintained for such purposeGuarantors.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedunlimited. Concurrently with the execution and delivery of this Indenture, however that any Additional Notes issued the aggregate principal amount of Initial Securities to be authenticated and delivered under this Indenture rank pari passu with the is $300,000,000. Additional Securities, which may be Initial NotesSecurities or Exchange Securities ("Additional Securities"), are issued in accordance with Sections 202may be authenticated and delivered under this Indenture at any time from time to time, 312 and 1011 hereof, form a single class with the Initial Notes and shall such Securities will have the same terms and conditions as, and be treated as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to single class (for all purposes under this Indenture) with, all such previously authenticated and delivered Securities. The Notes Initial Securities shall be known and designated as the “4.50"5.375% Senior Notes due 2031” of Due 2014" and the Company. Exchange Securities shall be known and designated as the "5.375% Senior Notes Due 2014, Series B." The Stated Maturity of the Notes Securities shall be June 1December 15, 2031, 2014 and the Notes Securities shall bear interest at the rate set forth below of 5.375% per annum from May 20, 2021their date of original issue, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2021 and semi-annually thereafter semiannually in arrears on June 1 15 and December 1 15 in each year and at said Stated Maturityyear, commencing on the date set forth in the definitive form of such Securities, until the principal thereof is paid or duly provided for and for, to the Person in whose name the Note Security (or any predecessor NotePredecessor Security) is registered at the close of business on the May 15 and November 15 immediately June 1 or December 1 next preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such stock exchange require, in Luxembourg, in each case maintained for such purpose purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, c/o SunTrust Robinson Xxxxxxxx Xxxxxxx Markets, 125 Broad Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxon: Randy Broxxxxx, xxx xxx office of the Luxembourg Paying Agent located at Banque Generale du Luxembourg S.A., 50 Avenue X.X. Xxxxxxx, X-0000 Luxembourg) or, at the option of the Company, payment of interest may be made paid by check mailed to the Holders at their respective addresses set forth in address of the Note Person entitled thereto as such address shall appear on the Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one Securities the Holders of which have given wire transfer instructions to the Trustee (or more permanent Global Notes registered in the name of or held other Paying Agent) by the Depository or its nominee shall Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, ). Securities that remain outstanding after the consummation of the Exchange Offer and all payments Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity securities under this Indenture. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeredeemable as provided in Article XI.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $57,500,000 (including $7,500,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchasers by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"7% Senior Convertible Subordinated Notes due 2031” 2004" of the Company. The Their Stated Maturity of the Notes shall be June December 1, 2031, 2004 and the Notes they shall bear interest at the rate set forth below of 7% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturitycommencing June 1, 1998, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company maintained for such purpose orpursuant to Section 1002; provided, however, that at the option of the Company, Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the Holders at their respective addresses address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Section 305. The Securities shall be made by wire transfer redeemable as provided in Article Eleven. The Securities shall be subordinated in right of immediately available funds payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the accounts within the United States as specified by option of the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeas provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Notes which Securities that may be authenticated and issued delivered under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with limited to $103,092,800 (or up to $118,556,750 if the Initial Notes, are issued over-allotment option is exercised in accordance with Sections 202the terms and provisions of the Purchase Agreement), 312 except for Securities authenticated and 1011 hereofdelivered upon registration of transfer of, form a single class with the Initial Notes and shall have the same terms as to statusor in exchange for, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued in lieu of, other Securities pursuant to a supplemental indenture to this IndentureSection 304, 305, 306, 906 or 1302. The Notes Securities shall be known and designated as the “4.50"5 1/2% Senior Notes Convertible Subordinated Debentures due 2031” 2016" of the Company. The Their Stated Maturity of the Notes shall be June 1December 31, 20312016, and the Notes they shall bear interest at the rate set forth below of 5 1/2% per annum, from May 20December 11, 2021, 1996 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on December 1March 31, 2021 and semi-annually thereafter on June 1 30, September 30 and December 1 in 31 (each year and at said Stated Maturityan "Interest Payment Date") of each year, commencing March 31, 1997, until the principal thereof is paid or duly provided made available for payment, and they shall be paid to the Person in whose name the Note (or any predecessor Note) Security is registered at the close of business 5:00 p.m. (New York City time) on the May regular record date for such interest installment, which, so long as the Securities remain solely in book-entry only form, the regular record dates shall be one Business Day prior to the relevant Interest Payment Date; provided, that if the Securities do not continue to be held solely in book-entry only form, the regular record date for each Interest Payment Date shall be the day 15 and November 15 immediately preceding calendar days prior to such Interest Payment Date Date; provided, further, that if such regular record date does not conform to the rules of any securities exchange on which the Securities are then listed, if any, such regular record date shall be changed to conform to the rules of such securities exchange (each, a “the "Regular Record Date”"). If To the extent permitted by applicable law, interest will compound quarterly and will accrue at the rate of 5 1/2% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment date falls on a day that period as set forth in Section 312 hereof. If at any time while the Property Trustee is not a Business Daythe Holder of any Securities, the Trust or the Property Trustee is required payment to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Securities held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments and governmental charges will be made on not less than the succeeding Business Day amounts the Trust and the Property Trustee would have received had no interest on such payment will be payable on such Interest Payment Date in respect of the delaytaxes, duties, assessments or governmental charges been imposed. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company in the United States maintained for such purpose orand at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, Company payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one Security Register or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified an account appropriately designated by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity entitled thereto. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeredeemable as provided in Article XI hereof. The Securities shall be convertible as provided in Article XIII hereof.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $115,000,000 (including $15,000,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchaser by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 3.4, 3.5, 3.6, 9.6, 11.8, 13.2 or 14.5. The Notes Securities shall be known and designated as the “4.50"5 1/4% Senior Convertible Subordinated Notes due 2031” 2002" of the Company. The Their Stated Maturity of the Notes shall be June 1September 15, 2031, 2002 and the Notes they shall bear interest at the rate set forth below of 5 1/4% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 March 15 and December 1 in each year and at said Stated MaturitySeptember 15, commencing March 15, 1998, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the Corporate Trust Office at the Trustee or at such other office or agency of the Company maintained for such purpose orpursuant to Section 10.2; provided, however, that, at the option of the Company, payment -------- ------- of interest to Holders of record other than the Depositary or its nominee may be made by check mailed to the Holders at their respective addresses address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Section 3.5. The Securities shall be made by wire transfer redeemable as provided in Article Eleven. The Securities shall be subordinated in right of immediately available funds payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the accounts within the United States as specified by option of the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeas provided in Article Fourteen.

Title and Terms. The aggregate principal amount at Stated Maturity of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however that limited to the aggregate liquidation preference of the Exchangeable Preferred Stock (including any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are Exchangeable Preferred Stock issued in accordance with Sections 202payment of dividends), 312 plus accrued and 1011 hereofunpaid dividends, form a single class with on the Initial Notes date of exchange of the Exchangeable Preferred Stock into Securities (plus any additional Securities issued in lieu of cash interest as provided herein, except for Securities authenticated and shall have the same terms as to statusdelivered upon registration of transfer of, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued in exchange for, or in lieu of, other Securities pursuant to a supplemental indenture Section 304, 305, 306, 906 or 1108 or in connection with an Offer to this IndenturePurchase pursuant to Section 1013. The Notes Securities shall be known and designated as the “4.50% "Senior Notes Subordinated Debentures due 2031” 2010" of the Company. The Their Stated Maturity of the Notes shall be June 1February 15, 2031, 2010 and the Notes they shall bear interest at the rate set forth below of 11.125% per annum, from May 20, 2021, the Securities Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 February 15 and December 1 in each year and at said Stated MaturityAugust 15, commencing with the first such date after the Securities Issue Date until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York maintained for such purpose orand at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company, Company payment of interest interest, to the extent paid in cash, may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; . The Company may be required to make an Offer to Purchase the Securities as provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Sections 1013. The Securities shall be made by wire transfer of immediately available funds to the accounts within the United States redeemable as specified by the Holder or Holders thereof, provided in Article Two and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity Article Eleven. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposesubject to Defeasance and/or Covenant Defeasance as provided in Article Twelve.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture on the Issue Date is not limited; providedlimited to $1,200,000,000 principal amount. Additional Securities may be issued, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 authenticated and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued delivered pursuant to a supplemental indenture Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSections 3.04, 3.05, 3.06, 9.05 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Notes Securities shall be known and designated as the “4.505.50% Senior Notes due 20312027” of the Company. The Their Stated Maturity for payment of the Notes principal shall be June 1July 15, 2031, and 2027. Interest on the Notes Securities shall bear interest accrue at the rate set forth below from May 20of 5.50% per annum and shall be payable semiannually in arrears on each January 15 and July 15, 2021commencing January 15, or 2020 to the Holders of record of Securities at the close of business on January 1 and July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, payable on December 1if no interest has been paid, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturityfrom July 9, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business 2019. Interest on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will Securities shall be made computed on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect basis of the delaya 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company Trustee in The City of New York, located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other office maintained by the Trustee for such purpose orand at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; , or wire transfer or other electronic means. The Securities shall be redeemable as provided that all payments of principal, premium, if any, in Article XI and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Securities. The Securities shall be made by wire transfer of immediately available funds subject to the accounts within the United States satisfaction and discharge as specified by the Holder or Holders thereof, provided in Article IV and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeLegal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however that limited to $175,000,000 in principal amount of Securities plus any Additional Exchange Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall which may be issued upon consummation of an Exchange Offer, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 306, 307, 308, 906, 1009, 1014 or 1108 hereof. The Notes Securities shall be known and designated as the “4.50"9 1/4% Senior Secured Notes due 2031” 2007" of the Company. The Stated Maturity of the Notes principal amount of the Securities shall be June 1October 15, 20312007, and the Notes Securities shall each bear interest at the rate set forth below of 9 1/4% per annum from May 20, 2021, the Closing Date or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, as the case may be, payable on December 1April 15, 2021 1998 and semi-annually semiannually thereafter on June 1 October 15, and December 1 April 15, in each year and at said Stated Maturityyear, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and of, premium, if any) , interest and interest Liquidated Damages, if any, on the Notes U.S. Global Security 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 U.S. Global Security represented thereby. The principal of, premium, if any, interest and Liquidated Damages, if any, on the Securities shall be payable at the office or agency of the Company maintained for such purpose orpurpose; provided, however, that at the option of the Company, payment of Company interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Securities shall be made by wire transfer of immediately available funds to redeemable as provided in Article Eleven. At the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency election of the Company maintained for such purposeCompany, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $25,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"4.5% Senior Convertible Secured Notes due 2031” 2003" of the Company. The Their Stated Maturity of the Notes shall be June 1November 13, 2031, 2003 and the Notes they shall bear interest at the rate set forth below of 4.5% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 May 13 and December 1 in each year and at said Stated MaturityNovember 13 commencing May 13, 1999, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable in same day funds at the office or agency of the Company maintained for such purpose orpursuant to Section 1002; PROVIDED, HOWEVER, that at the option of the Company, Company payment of interest to Holders may be made by check mailed to the Holders address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to a dollar account maintained by the Holder at their respective addresses a bank in New York, New York. The Securities shall be subject to the transfer restrictions set forth in the Note Register; Section 305. The Securities shall be redeemable as provided that all payments in Article Eleven. The Securities shall be subordinated in right of principalpayment to Senior Indebtedness, premium, if any, and interest except with respect to Notes represented by one or more permanent Global Notes registered the Collateral as provided in the name of or held by the Depository or its nominee Security and Pledge Agreement, as provided in Article Twelve. The Securities shall be made by wire transfer convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity as provided in Article Fourteen. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposesecured as provided in Article Fifteen.

Title and Terms. The aggregate principal amount of Notes which Securities that may be authenticated and issued delivered under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indentureunlimited. The Notes Trustee shall authenticate Securities on the Issue Date in an aggregate principal amount not to exceed $250,000,000 (“Original Securities”). In addition, subject to the provisions of Section 102, the Trustee shall authenticate additional Securities (“Additional Securities”) upon receipt of a Company Order specifying the amount of Securities to be authenticated and the date on which such Securities are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Securities contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Securities. The aggregate principal amount of the Additional Securities, if any, is unlimited. The Securities shall be known and designated as the “4.506.75% Senior Notes due 2031Due 2019” of the Company. The Their Stated Maturity of the Notes shall be June 1December 2, 2031, 2019 and the Notes they shall bear interest at the rate set forth below of 6.75% per annum, from May 20November 24, 2021, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter semiannually on June 1 2 and December 1 in each year and at said Stated Maturity2 commencing December 2, 2010, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the Corporate Trust Office (which initially shall be the office or agency of the Company maintained for such purpose orTrustee located at Xxxxx Fargo Bank, National Association, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000; provided, however, that at the option of the Company, Company payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; . The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Company as provided that all payments of principal, premiumin Article Twelve. The Original Securities and the Additional Securities, if any, shall constitute one series for all purposes under this Indenture, including, without limitation, amendments, waivers and redemptions. The Additional Securities may have a different date of issue or initial Interest Payment Date from the Original Securities and may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Original Securities, and may have the same or a different CUSIP number as the Original Securities (including if certain of the Securities have a restricted CUSIP number and other Securities have an unrestricted CUSIP number after issuance of the Original Securities hereby to allow certain of such Securities to become freely tradeable under the Securities Act or to otherwise comply with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee U.S. securities laws). The Securities shall be made guaranteed by wire transfer of immediately available funds to the accounts within the United States any Guarantors as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeprovided in Article Thirteen.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture for original issue is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as limited to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture$85,000,000. The Notes aggregate principal amount of Securities Outstanding at any one time may not exceed such amount except as provided in Section 3.6 hereof. The Initial Securities shall be known and designated as the “4.50"12 1/4% Series A Senior Notes due 2031” Due 2003" of the Company. The Their Stated Maturity of the Notes shall be June 1December 15, 20312003, and the Notes they shall bear interest at the rate set forth below of 12 1/4% per annum from May 20, 2021the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2021 and semi-annually thereafter semiannually in cash in arrears on June 1 15 and December 1 15 in each year year, commencing June 15, 1997, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and premium, if any, on) and interest and Liquidated Damages, if any, on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin the City of New York; provided, however, that, at the option of the Company, payment of interest may be made paid on Physical Securities on or before the due date (i) by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided that all payments of principal, premium, if any, and interest or (ii) with respect to Notes represented by one or more permanent Global Notes registered any Holder owning Securities in the name principal amount of $500,000 or held by the Depository or its nominee shall be made more, by wire transfer of immediately available funds to an account maintained by such Holder located in the United States, as specified in a written notice to the accounts within Trustee by any such Holder requesting payment by wire transfer and specifying the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect account to one or more Certificated Notes at Stated Maturity which transfer is requested. The Securities shall be made against presentation of such Certificated Note redeemable as provided in Article XI hereof. The Securities shall be subject to defeasance at the office or agency option of the Company maintained for such purposeas provided in Article XII hereof.

Title and Terms. The aggregate principal amount of Notes Debentures which may be authenticated and issued delivered under this Indenture is limited to (a) $60,000,000 plus (b) such aggregate principal amount (which may not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms exceed $9,000,000 principal amount) of Debentures as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued purchased by the underwriters pursuant to a supplemental indenture the overallotment option provided in the Underwriting Agreement dated as of October [ ], 1997, between the Company and Unterberg Harris and Xxxxxx Xxxxxxxxxx Xxxxx Inc., as representatives of the underwriters, except for Debentures authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Debentures pursuant to this IndentureSection 3.04, 3.05, 3.06, 9.06, 11.08, 12.02 or 14.02(c). The Notes Debentures shall be known and designated as the “4.50"[ ]% Senior Notes due 2031” Convertible Subordinated Debentures Due 2004" of the Company. The Their Stated Maturity of the Notes shall be June 1October 15, 20312004, and the Notes they shall bear interest at the rate set forth below of [ ]% per annum, from May 20October [ ], 20211997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually on December 1April 15 and October 15, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturitycommencing April 15, 1998, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) and interest on the Notes Debentures shall be payable at the office or agency of the Company maintained for such purpose orin the City of Philadelphia or the City of New York and at any other office or agency maintained by the Company for such purpose, in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, Company payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Debenture Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Debentures shall be made by wire transfer of immediately available funds to the accounts within the United States redeemable as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity provided in Article XI. The Debentures shall be made against presentation of such Certificated Note at the office or agency convertible into Common Stock of the Company maintained for such purposeas provided in Article XII. The Debentures shall be subordinated in right of payment to Senior Indebtedness as provided in Article XIII. The Debentures shall become subject to a Holder's right of repurchase in the event of a Change in Control as provided in Article XIV.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedunlimited. Concurrently with the execution and delivery of this Indenture, however that any Additional Notes issued the aggregate principal amount of Initial Securities to be authenticated and delivered under this Indenture rank pari passu with the is $300,000,000. Additional Securities, which may be Initial NotesSecurities or Exchange Securities (“Additional Securities”), are issued in accordance with Sections 202may be authenticated and delivered under this Indenture at any time from time to time, 312 and 1011 hereof, form a single class with the Initial Notes and shall such Securities will have the same terms and conditions as, and be treated as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to single class (for all purposes under this Indenture) with, all such previously authenticated and delivered Securities. The Notes Initial Securities shall be known and designated as the “4.504.500% Senior Notes due 2031Due 2009” of and the Company. Exchange Securities shall be known and designated as the “4.500% Senior Notes Due 2009, Series B.” The Stated Maturity of the Notes Securities shall be June 1December 15, 2031, 2009 and the Notes Securities shall bear interest at the rate set forth below of 4.500% per annum from May 20, 2021their date of original issue, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1, 2021 and semi-annually thereafter semiannually in arrears on June 1 15 and December 1 15 in each year and at said Stated Maturityyear, commencing on the date set forth in the definitive form of such Securities, until the principal thereof is paid or duly provided for and for, to the Person in whose name the Note Security (or any predecessor NotePredecessor Security) is registered at the close of business on the May 15 and November 15 immediately June 1 or December 1 next preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such stock exchange require, in Luxembourg, in each case maintained for such purpose purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, c/o SunTrust Xxxxxxxx Xxxxxxxx Capital Markets, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxx, and the office of the Luxembourg Paying Agent located at Banque Générale du Luxembourg S.A., 00 Xxxxxx X.X. Xxxxxxx, L-2951 Luxembourg) or, at the option of the Company, payment of interest may be made paid by check mailed to the Holders at their respective addresses set forth in address of the Note Person entitled thereto as such address shall appear on the Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one Securities the Holders of which have given wire transfer instructions to the Trustee (or more permanent Global Notes registered in the name of or held other Paying Agent) by the Depository or its nominee shall Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, ). Securities that remain outstanding after the consummation of the Exchange Offer and all payments Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity securities under this Indenture. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeredeemable as provided in Article XI.

Title and Terms. The initial aggregate principal amount of Notes Securities which may be authenticated and delivered under this Indenture is $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 303, 304, 305, 306, 307, 308, 906, 1012, 1108 or otherwise. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the Holders of Securities, create and issue Additional Securities under this Indenture ranking equally with the Securities in all respects, subject to the limitations described in Section 1008 hereof. The terms of the Securities and any Additional Securities may have different issuance dates and dates from which interest accrues and shall be part of the same series. The total amount of the Securities which may be issued under this Indenture is not limited; provided, however that any unlimited. Such Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 Securities will be consolidated and 1011 hereof, form a single class series with the Initial Notes Securities, vote together with the Securities and shall have the same terms as to status, redemption or otherwise as the Initial NotesSecurities. Any References to the Securities under this Indenture include these Additional Notes shall be issued pursuant to a supplemental indenture to this IndentureSecurities if they are in the same series, unless the context requires otherwise. The Notes Securities shall be known and designated as the “4.504.875% Senior Notes due 2031” of the Company. The Stated Maturity of the Notes Securities shall be June 1November 15, 2031, and the Notes Securities shall each bear interest at the rate of 4.875% per annum, as such interest rate may be adjusted as set forth below in the Securities, from May 20October 27, 2021, or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, payable semiannually on December 1, 2021 May 15 and semi-annually thereafter on June 1 and December 1 November 15 in each year and at said Stated Maturityyear, commencing as of May 15, 2022 until the principal thereof is paid or duly provided for and for. Interest on any overdue principal, interest (to the Person in whose name the Note (extent lawful) or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes , shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Company maintained for such purpose orpurposes (which initially will be the Corporate Trust Office); provided, at the option of the Companyhowever, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders at shall have the right to require the Company to purchase their respective addresses set forth Securities, in whole or in part, in the Note Register; event of a Change of Control pursuant to Section 1014. The Securities shall be redeemable as provided that all payments of principal, premium, if any, in Article Eleven and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Securities. At the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency election of the Company maintained for such purposeCompany, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture on the Issue Date is not limited; providedlimited to $750,000,000 principal amount. Additional Securities may be issued, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 authenticated and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued delivered pursuant to a supplemental indenture Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Notes Securities shall be known and designated as the “4.508.375% Senior Subordinated Notes due 2031Due 2020” of the Company. The Their Stated Maturity for payment of the Notes principal shall be June 1September 15, 2031, and 2020. Interest on the Notes Securities shall bear interest accrue at the rate set forth below from May 20of 8.375% per annum and shall be payable semiannually in arrears on each March 15 and September 15, 2021commencing March 15, or 2011 to the Holders of record of Securities at the close of business on March 1 and September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, payable on December 1if no interest has been paid, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturityfrom October 26, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business 2010. Interest on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment Securities will be made computed on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect basis of the delaya 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency of maintained by the Company maintained for such purpose orpurpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of wire transfer or held by the Depository or its nominee other electronic means. The Securities shall be made by wire transfer of immediately available funds to redeemable as provided in Article XI and the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity Securities. The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposesubject to Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $15,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 304, 305, 306, 906 or 1108. The Notes Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed the amount set forth in the preceding sentence, subject to the proviso set forth therein. The Securities shall be known and designated as the “4.50"_____% Senior Subordinated Notes due 2031” 2004" of the CompanyIssuer. The Their Stated Maturity of the Notes shall be June 1May 31, 2031, 2004 and the Notes they shall bear interest at the rate set forth below of _____% per annum from May 20, 2021, the date of issuance or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable monthly, on December the first Business Day of each month, commencing July 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, 1997 until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company Issuer in the Borough of Manhattan, The City of New York, New York maintained for such purpose orand at any other office or agency maintained by the Issuer for such purpose; PROVIDED, HOWEVER, that, at the option of the CompanyIssuer, payment of interest may be made by check mailed on or before the Stated Maturity to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Securities shall be made by wire transfer of immediately available funds to the accounts within the United States redeemable as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeprovided in Article Eleven.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $69,000,000 (including $9,000,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchasers by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"6 1/2% Senior Notes Convertible Subordinated Debentures due 2031” 2002" of the Company. The Their Stated Maturity of the Notes shall be June 1December 15, 2031, 2002 and the Notes they shall bear interest at the rate set forth below of 6 1/2% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 15 and December 1 in each year and at said Stated Maturity15, commencing June 15, 1996, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective Interest Payment Dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for such purpose orpursuant to Section 1002; PROVIDED, HOWEVER, that at the option of the Company, Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the Holders at their respective addresses address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Section 305. The Securities shall be made by wire transfer redeemable as provided in Article Eleven. The Securities shall be subordinated in right of immediately available funds payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the accounts within the United States as specified by option of the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeas provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $150,000,000 in principal amount of Securities, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 306, 307, 308, 906, 1012, 1015 or 1108. The Notes Securities shall be known and designated as the “4.50"10 3/8% Senior Subordinated Notes due 2031” 2007" of the Company. The Stated Maturity of the Notes Securities shall be June May 1, 20312007, and the Notes Securities shall each bear interest at the rate of 10 3/8% per annum, as such interest rate may be adjusted as set forth below in the Securities, from May 205, 20211999, or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, payable semiannually on December 1, 2021 and semi-annually thereafter on June May 1 and December November 1 in each year and at said Stated Maturityyear, commencing November 1, 1999, until the principal thereof is paid or duly provided for and for. Interest on any overdue principal, interest (to the Person in whose name the Note (extent lawful) or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes , shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principalon demand. The principal of, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in on, the name of or held by the Depository or its nominee Securities shall be made by wire transfer of immediately available funds to payable and the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity Securities shall be made against presentation of such Certificated Note exchangeable and transferable at the an office or agency of the Company in The City of New York maintained for such purposepurposes (which initially will be a corporate trust office of an affiliate of the Trustee, Xxxxxx Trust Company of New York, located at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10005); PROVIDED, HOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank PARI PASSU in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall rank junior to and be subordinated in right of payment to the prior payment in full of all other Senior Indebtedness. The Securities shall be senior subordinated Indebtedness of the Company ranking equal to all other existing and future senior subordinated Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however that limited to $200,000,000 in principal amount of Securities plus any Additional Exchange Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall which may be issued upon consummation of an Exchange Offer, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 306, 307, 308, 906, 1009, 1014 or 1108 hereof. The Notes Securities shall be known and designated as the “4.50"9 1/4% Senior Secured Notes due 2031” 2007" of the Company. The Stated Maturity of the Notes principal amount of the Securities shall be June 115, 20312007, and the Notes Securities shall each bear interest at the rate set forth below of 9 1/4% from May 20, 2021, the Closing Date or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, as the case may be, payable on December 115, 2021 1997 and semi-annually semiannually thereafter on June 1 15, and December 1 15, in each year and at said Stated Maturityyear, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and of, premium, if any) , interest and interest Liquidated Damages, if any, on the Notes U.S. Global Security 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 U.S. Global Security represented thereby. The principal of, premium, if any, interest and Liquidated Damages, if any, on the Securities shall be payable at the office or agency of the Company maintained for such purpose orpurpose; provided, however, that at the option of the Company, payment of Company interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Securities shall be made by wire transfer redeemable as provided in Article Eleven. At the election of immediately available funds to the accounts within Company, the United States entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity provided in Article Four. The Securities shall be made against presentation issuable only in fully registered form without coupons and only in denominations of such Certificated Note at the office or agency of the Company maintained for such purpose$1,000 and any integral multiple thereof.

Title and Terms. The initial aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided$200,000,000 in principal amount of Securities, however that any 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. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the Holders of Securities, create and issue Additional Notes issued Securities under this Indenture rank pari passu ranking equally with the Initial NotesSecurities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of such Additional Securities or except for the first payment of interest following the issue date of such Additional Securities), are issued subject to the limitations described in accordance with Sections 202, 312 Section 1008 hereof. Such Additional Securities will be consolidated and 1011 hereof, form a single class series with the Initial Notes Securities and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this IndentureSecurities. The Notes Securities shall be known and designated as the “4.50"8 7/8% Senior Notes due 2031” 2011" of the Company. The Stated Maturity of the Notes Securities shall be June 1May 16, 20312011, and the Notes Securities shall each bear interest at the rate of 8 7/8% per annum, as such interest rate may be adjusted as set forth below in the Securities, from May 2016, 20212003, or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, payable on December 1, 2021 and semi-annually thereafter semiannually on June 1 and December 1 in each year and at said Stated Maturityyear, commencing December 1, 2003, until the principal thereof is paid or duly provided for and for. Interest on any overdue principal, interest (to the Person in whose name the Note (extent lawful) or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes , shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principalon demand. The principal of, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in on, the name of or held by the Depository or its nominee Securities shall be made by wire transfer of immediately available funds to payable and the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity Securities shall be made against presentation of such Certificated Note exchangeable and transferable at the an office or agency of the Company in The City of New York maintained for such purposepurposes (which initially will be a corporate trust office of an affiliate of the Trustee, located at SunTrust Bank x/x Xxxxxxxxxxxxx Xxxxx Xx. xx Xxx Xxxx, 00 Xxxx Xxxxxx, Xxxx Xxxxxx Plaza, 19th Floor, New York, NY 10005); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and the Exchange Securities will be treated as one class and are together referred to as the "Securities." The Initial Securities rank pari passu in right of payment with the Exchange Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1014. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be senior Indebtedness of the Company ranking equal to all other existing and future senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

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

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture for original issue is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as limited to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture$100,000,000. The Notes aggregate principal amount of Securities Outstanding at any one time may not exceed such amount except as provided in Section 3.6 hereof. The Initial Securities shall be known and designated as the “4.50"10 1/2% Senior Notes due 2031” Due 2007" of the Company. The Their Stated Maturity of the Notes shall be June July 1, 20312007, and the Notes they shall bear interest at the rate set forth below of 10 1/2% per annum from May 20, 2021the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in cash in arrears on December 1, 2021 and semi-annually thereafter on June January 1 and December July 1 in each year year, commencing January 1, 1998, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close for. Principal of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) , interest and interest Liquidated Damages, if any, on the Notes Securities shall be payable (i) in same-day funds on or prior to the payment dates with respect to those amounts in the case of Securities held of record by the Depository and (ii) at the office or agency of the Trustee in New York, New York, in the case of Securities held of record by Holders other than the Depository. The Company maintained may, at its option, pay interest and Liquidated Damages, if any, on Securities held of record by Holders other than the Depository by check mailed to the addresses of the Persons entitled thereto as they appear in the Security Register on the Regular Record Date for such purpose or, that interest. The Securities shall be redeemable as provided in Article XI hereof. The Securities shall be subject to defeasance at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth Company as provided in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeArticle XII hereof.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $300,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection304, 305, 306, 906, 1010, 1018 or 1108. The Notes Initial Securities shall be known and designated as the “4.50"7.25% Senior Notes due 2031” of Due 2008" and the CompanyExchange Securities shall be known as the "7.25% SeriesB Senior Notes". The final Stated Maturity of the Notes Securities shall be June November 1, 20312008. Interest on the Securities will accrue at a rate of 7.25% per annum accruing from November 27, and the Notes shall bear interest at the rate set forth below from May 20, 2021, 1998 or from the most recent Interest Payment Date to which cash interest has been paid or duly provided for, and will be payable semiannually in arrears on December May 1 and November 1 of each year, commencing May 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity1999, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close Holders of business record on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment Interest will be made computed on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect basis of the delaya 360-day year comprised of twelve 30-day months. The principal of (and Principal of, premium, if any) , and interest on the Notes shall Securities will be payable payable, and the Securities may be exchanged or transferred, at the office or agency of the Company maintained for such purpose orin The City of New York, at which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses shall appear on the Security Register. The interest rate on the Securities is subject to increase by the addition of Liquidated Interest and otherwise, all as set forth or referred to in the Note Register; text of the Securities appearing in ExhibitA hereto. NYDOCS01/571795 3 The Securities shall be redeemable as provided that in ArticleEleven. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Twelve. The Securities will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all payments existing and future senior unsecured Debt of principal, premium, if anythe Company, and interest with respect will be senior in right of payment to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, all existing and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency future Subordinated Debt of the Company maintained for such purposeCompany.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $110,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture Section 304, 305, 306, 307, 308, 906, 1012, 1013 or 1108 or pursuant to this Indenturean Exchange Offer. The Notes Initial Securities shall be known and designated as the “4.50"11 5/8% Senior Guaranteed Notes due 2031” of Due 2004" and the Exchange Securities shall be known and designated as the "11 5/8% Series B Senior Guaranteed Notes Due 2004"of the Company. The Their Stated Maturity of the Notes shall be June 1January 15, 20312004, and the Notes they shall bear interest at the rate set forth below of 11 5/8% per annum from May 20January 28, 20211997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on December 1, 2021 January 15 and semi-annually thereafter on June 1 and December 1 July 15 in each year and at said Stated Maturityyear, commencing July 15, 1997, until the principal thereof is paid or duly provided for and for, to the Person in whose name the Note Security (or any predecessor NoteSecurity) is registered at the close of business on the May 15 and November 15 immediately December 31 or June 30 next preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) ), and interest on the Notes Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purpose purposes, (which initially shall be the office of the Trustee located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 10036) or, at the option of the Company, payment of interest may be made paid by check mailed to the Holders at their respective addresses set forth in address of the Note Person entitled thereto as such address shall appear on the Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one the U.S. Global Security, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or more permanent Global Notes registered in the name of or held other Paying Agent) by the Depository or its nominee shall Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity . The Securities shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeredeemable as provided in Article Eleven.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $77,000,000 (including $7,000,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchasers by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"5 3/4% Senior Notes Convertible Subordinated Debentures due 2031” 2003" of the Company. The Their Stated Maturity of the Notes shall be June 1September 30, 2031, 2003 and the Notes they shall bear interest at the rate set forth below of 5 3/4% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June 1 March 31 and December 1 in each year and at said Stated MaturitySeptember 30, commencing March 31, 1997, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principalof, premium, if any, interest and interest with Liquidated Damages, if any, on the Securities shall be payable (i) in respect of the Global Securities in immediately available funds to Notes represented by one or more permanent Global Notes registered in the name of or held accounts specified by the Depository Global Security Holder on or its nominee shall be made prior to the respective payment dates and (ii) in respect of Certificated Securities by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premiumthereof or, if anyno such account is specified, and interest with respect by mailing a check to one or more Certificated Notes at Stated Maturity each such Holder's registered address. The Securities shall be made against presentation subject to the transfer restrictions set forth in Section 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subordinated in right of such Certificated Note payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the office or agency option of the Company maintained for such purposeHolder as provided in Article Fourteen.

Title and Terms. The An unlimited aggregate principal amount of Notes which Securities may be authenticated and issued delivered under this Indenture (of which U.S.$350,000,000 is not limited; providedbeing issued, however that any Additional Notes issued under this Indenture rank pari passu with authenticated and delivered the Initial Notesdate hereof), are issued including Securities authenticated and delivered upon registration of transfer of, or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 308, 516, 908, 1108 or 1111. The Notes Initial Securities shall be known and designated as the “4.505.500% Senior (Secured) Second Priority Notes due 20312014” and the Exchange Securities shall be known and designated as the “5.500% Exchange Senior (Secured) Second Priority Notes due 2014”, in each case, of the Company. The Stated Maturity of the Notes Securities shall be June 1March 15, 2031, 2014 and the Notes they shall bear interest at the rate set forth below of 5.500% per annum from May 20and including March 11, 20212004, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1September 15, 2021 2004 and semi-annually thereafter on June 1 March 15 and December 1 September 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided further that all payments of principal, the principal of (and premium, if any, ) and interest with respect on Securities, the Holders of which have given wire transfer instructions to Notes represented by one the Company or more permanent Global Notes registered the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in the name principal amount of or held by the Depository or its nominee shall Securities, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by such Holders in such instructions. Any such wire transfer instructions received by the Holder Company or Holders thereofthe Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, and all payments the final payment of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity principal shall be made against presentation of such Certificated Note at the office or agency payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company maintained for such purposewithout notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $150,000,000 in principal amount of Securities, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 306, 307, 308, 906, 1013, 1015 or 1108. The Notes Securities shall be known and designated as the “4.50"9 3/8% Senior Subordinated Notes due 2031” 2007" of the Company. The Stated Maturity of the Notes Securities shall be June March 1, 20312007, and the Notes Securities shall each bear interest at the rate of 9 3/8% per annum, as such interest rate may be adjusted as set forth below in the Securities, from May 20March 4, 20211997, or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, payable semiannually on December 1, 2021 and semi-annually thereafter on June March 1 and December September 1 in each year and at said Stated Maturityyear, commencing September 1, 1997, until the principal thereof is paid or duly provided for and for. Interest on any overdue principal, interest (to the Person in whose name the Note (extent lawful) or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes , shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that all payments of principalon demand. The principal of, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in on, the name of or held by the Depository or its nominee Securities shall be made by wire transfer of immediately available funds to payable and the accounts within the United States as specified by the Holder or Holders thereof, Securities will be exchangeable and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes transferable at Stated Maturity shall be made against presentation of such Certificated Note at the an office or agency of the Company in The City of New York maintained for such purposepurposes (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 1013. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture for original issue is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as limited to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture$100,000,000. The Notes aggregate principal amount of Securities Outstanding at any one time may not exceed such amount except as provided in Section 3.7 hereof. The Securities shall be known and designated as the “4.50"___% Senior Subordinated Notes due 2031” 2007," of the Company. The Their Stated Maturity of the Notes shall be June 1_____________, 20312007, and the Notes they shall bear interest at the rate set forth below of ___% per annum from May 20____________, 20211997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on December 1, 2021 ____________ and semi-annually thereafter on June 1 and December 1 ____________ in each year year, commencing ___________, 1997, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and premium, if any, on) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York; PROVIDED, HOWEVER, that, at the option of the Company, payment of interest may be made paid on Physical Securities by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Securities shall be made by wire transfer of immediately available funds to the accounts within the United States redeemable as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity provided in Article XI hereof. The Securities shall be made against presentation of such Certificated Note subject to defeasance at the office or agency option of the Company maintained for such purposeas provided in Article XII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XIII hereof. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article XIV hereof.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture rank pari passu with the limited to $350,000,000 in principal amount of Securities (of which $250.0 million are Initial Notes, are issued in accordance with Sections 202, 312 Securities and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as up to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall $100.0 million may be issued as Additional Securities), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 306, 307, 308, 906, 1012, 1015 or 1108. The Notes Securities shall be known and designated as the “4.50"8 7/8% Senior Subordinated Notes due 2031” 2011" of the Company. The Stated Maturity of the Notes Securities shall be June December 1, 20312011, and the Notes Securities shall each bear interest at the rate of 8 7/8% per annum, as such interest rate may be adjusted as set forth below in the Securities, from May 20December 11, 2021, 2001 or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, payable on December 1, 2021 and semi-annually thereafter semiannually on June 1 and December 1 in each year and at said Stated Maturityyear, commencing June 1, 2002, until the principal thereof is paid or duly provided for and for. Interest on any overdue principal, interest (to the Person in whose name the Note (extent lawful) or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes , shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the an office or agency of the Company maintained for such purpose orpurposes (which initially will be a corporate trust office of the Trustee located at 180 East 5th Street, St. Paul, Minnesota 55101); provided, however, thxx xxxxxxx xx xxxxxxxx xxx xx xxxx at the option of the Company, payment of interest may be made Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders at shall have the right to require the Company to purchase their respective addresses set forth Securities, in whole or in part, in the Note Register; event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided that all payments of principal, premium, if any, in Article Eleven and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held Securities. The Indebtedness evidenced by the Depository or its nominee Securities shall rank junior to and be subordinated in right of payment to the prior payment in full of all other Senior Indebtedness. The Securities shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency senior subordinated Indebtedness of the Company maintained for such purposeranking equal to all other existing and future senior subordinated Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The An unlimited aggregate principal amount of Notes which Securities may be authenticated and issued delivered under this Indenture (of which U.S.$500,000,000 is not limited; providedbeing issued, however that any Additional Notes issued under this Indenture rank pari passu with authenticated and delivered the Initial Notesdate hereof), are issued including Securities authenticated and delivered upon registration of transfer of, or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 306, 516, 908, 1015, 1108 or 1111. The Notes Initial Securities shall be known and designated as the “4.509.625% Senior (Secured) Notes due 20312011” and the Exchange Securities shall be known and designated as the “9.625% Exchange Senior (Secured) Notes due 2011”, in each case, of the Company. The Stated Maturity of the Notes Securities shall be June May 1, 2031, 2011 and the Notes they shall bear interest at the rate set forth below of 9.625% per annum from May 202, 20212001, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December November 1, 2021 2001 and semi-annually thereafter on June May 1 and December November 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, payment of interest may be made paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders at their respective addresses set forth in and shall be consolidated with and form a single series with the Note Register; Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that all payments of principal, premium, if any, and interest with respect the Company’s ability to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee issue Additional Securities shall be made by wire transfer of immediately available funds subject to the accounts within the United States as specified by the Holder or Holders thereof, Company’s compliance with Sections 1007 and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity 1008. Any Additional Securities shall be made against presentation issued with the benefit of such Certificated Note at the office or agency of the Company maintained for such purposean indenture supplemental to this Indenture.

Title and Terms. The An unlimited aggregate principal amount of Notes which Securities may be authenticated and issued delivered under this Indenture (of which U.S.$350,000,000 is not limited; providedbeing issued, however that any Additional Notes issued under this Indenture rank pari passu with authenticated and delivered the Initial Notesdate hereof), are issued including Securities authenticated and delivered upon registration of transfer of, or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 303, 304, 305, 308, 516, 908, 1016, 1108 or 1111. The Notes Initial Securities shall be known and designated as the “4.50"6.25% Senior (Secured) Second Priority Notes due 2031” 2013" and the Exchange Securities shall be known and designated as the "6.25% Exchange Senior (Secured) Second Priority Notes due 2013", in each case, of the Company. The Stated Maturity of the Notes Securities shall be June 115, 2031, 2013 and the Notes they shall bear interest at the rate set forth below of 6.25% per annum from May 20and including June 19, 20212003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 115, 2021 2003 and semi-annually thereafter on June 1 15 and December 1 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delayfor. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office or agency of the Company maintained for such purpose orin The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth in shall appear on the Note Security Register; provided further that all payments of principal, the principal of (and premium, if any, ) and interest with respect on Securities, the Holders of which have given wire transfer instructions to Notes represented by one the Company or more permanent Global Notes registered the Paying Agent at least 10 Business Days prior to the applicable payment date and hold at least U.S.$1,000,000 in the name principal amount of or held by the Depository or its nominee shall Securities, will be required to be made by wire transfer of immediately available funds to the accounts within the United States as specified by such Holders in such instructions. Any such wire transfer instructions received by the Holder Company or Holders thereofthe Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, and all payments the final payment of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity principal shall be made against presentation of such Certificated Note at the office or agency payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company maintained for such purposewithout notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that the Company's ability to issue Additional Securities shall be subject to the Company's compliance with Sections 1008 and 1009. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $250,000,000, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesexcept for Securities authenticated and delivered upon registration of transfer of, are issued or in accordance with Sections 202exchange for, 312 and 1011 hereofor in lieu of, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 304, 305, 306, 906, 1010, 1018 or 1108. The Notes Securities shall be known and designated as the “4.50"10 % Series B Senior Notes due 2031” Due 2007" of the Company. The Their Stated Maturity of the Notes shall be June April 1, 20312007, and the Notes they shall bear interest at the rate set forth below of 10 % per annum from May 20March 31, 20211997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December October 1, 2021 1997 and semi-annually semiannually thereafter on June April 1 and December 1 October 1, in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business for. Interest will be computed on the May 15 and November 15 immediately preceding such Interest Payment Date (eachbasis of a 360-day year comprised of twelve 30-day months. Principal of, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) , and interest on the Notes shall Securities will be payable payable, and the Securities may be exchanged or transferred, at the office or agency of the Company maintained for such purpose orin The City of New York, at which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, payment of interest may be made paid by check mailed to addresses of the Holders at their respective Persons entitled thereto as such addresses set forth shall appear on the Security Register. The Securities shall be redeemable as provided in Article Eleven. At the Note Register; election of the Company, the entire Debt on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided that in Article Twelve. The Securities will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all payments existing and future senior unsecured Debt of principal, premium, if anythe Company, and interest with respect will be senior in right of payment to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts within the United States as specified by the Holder or Holders thereof, all existing and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency future Subordinated Debt of the Company maintained for such purposeCompany.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; provided, however limited to $115,000,000 (including $15,000,000 aggregate principal amount of Securities that any Additional Notes issued under this Indenture rank pari passu with may be sold to the Initial Notes, are issued in accordance with Sections 202, 312 and 1011 hereof, form a single class with Purchasers by the Initial Notes and shall have Company upon exercise of the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued over-allotment option granted pursuant to a supplemental indenture the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSection 304, 305, 306, 906, 1108, 1302 or 1405. The Notes Securities shall be known and designated as the “4.50"5 3/4% Senior Convertible Subordinated Notes due 2031” 2004" of the Company. The Their Stated Maturity of the Notes shall be June July 1, 2031, 2004 and the Notes they shall bear interest at the rate set forth below of 5 3/4% per annum, from May 20, 2021, the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable on December 1, 2021 and semi-annually thereafter on June July 1 and December January 1 in each year and at said Stated Maturitycommencing January 1, 1998, until the principal thereof is paid or duly provided made available for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delaypayment. The principal of (and premium, if any) , and interest on the Notes Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company maintained for such purpose orpursuant to Section 1002; provided, however, that at the option of the Company, Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the Holders at their respective addresses address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Section 305. The Securities shall be made by wire transfer redeemable as provided in Article Eleven. The Securities shall be subordinated in right of immediately available funds payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the accounts within the United States as specified by option of the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeas provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture is not limited; providedlimited to $139,176,000 except for Securities authenticated and delivered upon registration of transfer of, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notesor in exchange for, are issued or in accordance with Sections 202lieu of, 312 and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued other Securities pursuant to a supplemental indenture to this IndentureSection 3.4, 3.5, 3.6, 9.6 or 11.6. The Notes Securities shall be known and designated as the “4.50"9 1/2% Senior Subordinated Notes due 2031” August 15, 2027" of the Company. The Their Stated Maturity of the Notes shall be June 1August 15, 20312027, at which time the Securities shall become due and the Notes payable together with any accrued and unpaid interest thereon and they shall bear interest at the rate set forth below from May 20of 9 1/2% per annum, 2021, or from the most recent Issue Date, payable semi-annually in arrears on each Interest Payment Date subject to which interest has been paid or duly provided forArticle XIII, payable on December 1, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person Persons in whose name the Note (or any predecessor Note) is Securities are registered at the close of business on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any Interest on the Securities shall accrue from the most recent date on which interest payment date falls has been paid or, if no interest has been paid, from the Issue Date. Interest in arrears shall accrue interest (compounded semi-annually) at the same rate. Payments on the Securities issued as a day Global Security shall be made in immediately available funds to the Depository. In the event that is not a Business DaySecurities are issued in certificated form, the required payment will be made on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect of the delay. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the office maintained by the Company pursuant to Section 10.2; provided that unless the Securities are held by the Trust or agency any permissible successor entity as provided under the Declaration in the event of a merger, consolidation or amalgamation of the Company maintained for such purpose or, at the option of the CompanyTrust, payment of interest may be made at the option of the Company by check mailed to the Holders at their respective addresses set forth address of the persons entitled thereto, as such address shall appear in the Note Register; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee . The Securities shall be made by wire transfer of immediately available funds to the accounts within the United States redeemable as specified by the Holder or Holders thereof, and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity provided in Article XI. The Securities shall be made against presentation subordinated in right of such Certificated Note at the office or agency payment to Senior Indebtedness of the Company maintained for such purposeas provided in Article XII. The Securities shall be subject to defeasance at the option of the Company as provided in Section 4.3.

Title and Terms. The aggregate principal amount of Notes Securities which may be authenticated and issued delivered under this Indenture on the Issue Date is not limited; providedlimited to $750,000,000 principal amount. Additional Securities may be issued, however that any Additional Notes issued under this Indenture rank pari passu with the Initial Notes, are issued in accordance with Sections 202, 312 authenticated and 1011 hereof, form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued delivered pursuant to a supplemental indenture Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to this IndentureSections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Notes Securities shall be known and designated as the “4.505.875% Senior Notes due 20312026” of the Company. The Their Stated Maturity for payment of the Notes principal shall be June 1September 15, 2031, and 2026. Interest on the Notes Securities shall bear interest accrue at the rate set forth below from May 20of 5.875% per annum and shall be payable semiannually in arrears on each March 15 and September 15, 2021commencing September 15, or 2016 to the Holders of record of Securities at the close of business on March 1 and September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided foror, payable on December 1if no interest has been paid, 2021 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturityfrom May 13, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business 2016. Interest on the May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). If any interest payment date falls on a day that is not a Business Day, the required payment will Securities shall be made computed on the succeeding Business Day and no interest on such payment will be payable on such Interest Payment Date in respect basis of the delaya 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Notes Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency of maintained by the Company maintained for such purpose orpurpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth address of the Person entitled thereto as such address shall appear in the Note Security Register; , or wire transfer or other electronic means. The Securities shall be redeemable as provided that all payments of principal, premium, if any, in Article XI and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee Securities. The Securities shall be made by wire transfer of immediately available funds subject to the accounts within the United States satisfaction and discharge as specified by the Holder or Holders thereof, provided in Article IV and all payments of principal, premium, if any, and interest with respect to one or more Certificated Notes at Stated Maturity shall be made against presentation of such Certificated Note at the office or agency of the Company maintained for such purposeLegal Defeasance and/or Covenant Defeasance as provided in Article XII.