Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof320.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8% Senior Subordinated Notes Due 2011" 2014” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8% per annum and will be payable semiannually semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1October 15, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2213, 2003, 2004; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damageson, if any, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose (each, a "which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof200.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “67/8% Senior Notes Due 2011" 2012” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112012. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 67/8% per annum and will be payable semiannually semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1October 15, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2213, 2003, 2004; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damageson, if any, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose (each, a "which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 700,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 700,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 10 1/8% Senior Notes Due 20112008" of the Issuers. The final Stated Maturity of the Notes shall be May September 1, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 10 1/8% per annum and will be payable semiannually in arrears on May March 1 and November September 1 in each year, commencing on November March 1, 20032002, to Holders of record at the close of business on the immediately preceding April February 15, and October August 15, respectively (each such April February 15 and October August 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22August 24, 20032001, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22August 24, 20032001; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount Principal Amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 4,000,000,000 (plus any Additional Dividend consisting of $2,000,000,000 aggregate Principal Amount of 2019 Notes issued and $2,000,000,000 aggregate Principal Amount of 2039 Notes), except for Notes authenticated and delivered upon registration or transfer of, or in respect thereof exchange for, or in lieu of, other Notes pursuant to Section 4.08)2.06, but 2.07, 2.08, 5.06 and 10.06. The Notes may be increasedreopened, subject to compliance with without the covenants contained consent of the Holders thereof, for increases in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount Notes and issuance of any Additional Dividend additional Notes; provided that such additional Notes must be part of the same issue, and fungible with, the initially issued in respect thereofNotes for U.S. federal income tax purposes. All the Original Any additional Notes shall vote be consolidated and consent together on all matters as one classform a single series with, and none of the Original Notes will shall have the right same terms as to vote status, redemption or consent otherwise as a class separate from one another on any matterthe Notes then outstanding, except for issue date, issue price and, if applicable, first interest payment date. Subject No additional Notes may be issued if an Event of Default under the Indenture has occurred and is continuing with respect to the covenants contained in Article 4 below, the Issuers may issue Additional Notes. The 2019 Notes hereunder shall be designated as “4.95% Senior Notes due 2019” and the Issuers may 2039 Notes shall be required to issue Additional Dividend designated as “5.90% Senior Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other due 2039.” The 2019 Notes and otherwise be treated as the 2039 Notes for all purposes shall each represent a separate series of this IndentureNotes. The Notes of each series shall be known rank equally and designated as pari passu with the "10_% Senior Notes Due 2011" of each other series and with all other unsecured and unsubordinated debt of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum Principal Amount and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which accrued interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in The City of New York maintained for that such purpose (eachand at any other office or agency maintained by the Company for such purpose; provided that, a "Place of Payment") except in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder case of a Global Note or Note, the Company will pay interest (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer in immediately available funds to a Holder with an aggregate Principal Amount of Notes of any series in excess of $2.0 million, to the place and account designated in writing at least 15 days prior to the interest payment date by the Person entitled thereto as specified in the Note Register. If the Stated Maturity or Redemption Date for any Note falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the Stated Maturity or Redemption Date, as the case may be. If an interest payment date for the 2019 Notes or the 2039 Notes falls on a day that is not a Business Day, the interest payment shall be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. Interest on the Notes will be paid to but excluding the relevant interest payment date. The Notes shall not have the benefit of a sinking fund.

Title and Terms. The aggregate principal amount Principal Amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend 6,500,000,000, except for Notes issued authenticated and delivered upon registration or transfer of, or in respect thereof exchange for, or in lieu of, other Notes pursuant to Section 4.08)2.06, but may 2.07, 2.08, 5.06 and 10.06. The 2009 Notes shall be increased, subject to compliance with designated as “Floating Rate Notes due 2009,” the covenants contained in Article 4 below 2011 Notes shall be designated as “5.25% Senior Notes due 2011” and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original 2016 Notes shall vote and consent together on all matters be designated as one class, and none of the Original “5.50% Senior Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 belowdue 2016.” The 2009 Notes, the Issuers may issue Additional 2011 Notes hereunder and the Issuers may be required to issue Additional Dividend 2016 Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as each represent a class with the other Notes and otherwise be treated as Notes for all purposes separate series of this IndentureNotes. The Notes of each series shall be known rank equally and designated as pari passu with the "10_% Senior Notes Due 2011" of each other series and with all other unsecured and unsubordinated debt of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum Principal Amount and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which accrued interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in The City of New York maintained for that such purpose (eachand at any other office or agency maintained by the Company for such purpose; provided that, a "Place of Payment") except in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder case of a Global Note or Note, the Company will pay interest (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer in immediately available funds to a Holder with an aggregate Principal Amount of Notes of any series in excess of $2.0 million, to the place and account designated in writing at least 15 days prior to the interest payment date by the Person entitled thereto as specified in the Note Register. If the Stated Maturity or Redemption Date for any Note falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the Stated Maturity or Redemption Date, as the case may be. If an interest payment date for the 2011 Notes or the 2016 Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If an interest payment date for the 2009 Notes falls on a day that is not a Business Day, the interest payment date shall be postponed to the next succeeding Business Day unless such next succeeding Business Day would be in the following month, in which case, the interest payment date shall be the immediately preceding Business Day. Interest on the Notes will be paid to but excluding the relevant interest payment date. The Notes shall not have the benefit of a sinking fund.

Title and Terms. 3.2.1. The Original Discount Notes are known as the "13 1/2% Series A Senior Discount Notes due 2008" of the Issuer. The Original Discount Notes will have a Stated Maturity of June 30, 2008 and will be issued pursuant to this Agreement at a discount from the Initial Accreted Value. The Aggregate Initial Accreted Value will reflect a discount from the aggregate stated principal amount of the Intermediate Holdings Discount Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)at maturity, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Original Discount Notes will be issued accrete in value from Aggregate Initial Accreted Value until June 30, 2003 at a rate per annum of 13 1/2%, compounded semiannually, to an aggregate principal amount at June 30, 2003 of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof66,809,539.40. All Cash interest will not accrue on the Original Discount Notes shall vote and consent together on all matters as one classprior to June 30, and none of the Original Notes 2003. Thereafter, interest will have the right to vote or consent as accrue at a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum of 13.5% and will be payable semiannually in cash and in arrears to the Holders of record on May 1 each June 15 or December 15 immediately preceding the interest payment date on June 30 and November 1 in December 31 of each year, commencing on November 1December 31, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest Cash interest on the Original Discount Notes will accrue from the most recent interest payment date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22June 30, 2003. For convenience, all references to the principal amount at maturity of the Original Discount Notes herein are references to the principal amount at final maturity without taking into account the payment required by clause Section 3.2.2 hereof and Section 2 of the Original Discount Notes. All references herein to outstanding principal amount for the purposes of calculating interest and principal payments and redemption prices shall take into account any payment pursuant to Section 3.2.2 hereof and Section 2 of the Original Discount Notes. Interest will be computed on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if for. Interest on any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchangeoverdue principal, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, (to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and or premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Registerdemand.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may will be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof450 million. All the Original The 9 5/8% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 9 5/8% Notes shall be known and designated as the "10_% “9 5/8% Senior Notes Due 2011" due 2018” of the Issuers. The final Stated Maturity 9 5/8% Notes will mature on March 15, 2018. Each 9 5/8% Note will bear interest at a rate per annum of the Notes shall be May 1, 20119.625%. Interest on the Outstanding principal amount of 9 5/8% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the March 1 and September 1 immediately preceding April 15, and October 15, respectively the interest payment date (each such April 15 March 1 and October 15September 1, a "“Regular Record Date"”), on March 15 and September 15 of each year, commencing September 15, 2010. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22March 10, 2003, 2010; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)[ ], but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof[ ]. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “[ ] Senior Notes Notes, Due 2011" 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011[ ]. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% % per annum and will be payable semiannually in arrears on May 1 [ ]and November 1 [ ] in each year, commencing on November 1, 2003[ ], to Holders of record at the close of business on the immediately preceding April 15, [ ] and October 15[ ], respectively (each such April 15 [ ] and October 15, [ ] a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003the Issue Date, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)510,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof510,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “6.875% Senior Notes Notes, Due 2011" 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 15, 20112017. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 6.875% per annum and will be payable semiannually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1December 15, 20032007, to Holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15, December 1 a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003the Issue Date, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “4.125% Senior Notes Due 2011" 2024” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1August 15, 20112024. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 4.125% per annum and will be payable semiannually semi-annually in arrears on May 1 February 15 and November 1 August 15 in each year, commencing on November 1February 15, 20032017, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15February 1 or August 1, respectively (each such April 15 and October 15February 1 or August 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of --------------- Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03----------- limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof275,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 3/4% Senior Subordinated Notes Due 20112008" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 115, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9 3/4% per annum and will be payable semiannually semi- annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 115, 20031998, to Holders holders of record at the close of business on the immediately preceding April 15, May 1 and October 15November 1, respectively (each such April 15 May 1 and October 15November 1, a "Regular Record -------------- Date"). Interest on the Original Notes will accrue from the most recent date to ---- which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the date of issuance of such Additional Notes; provided, 2003; provided that if any Note is surrendered for exchange on or after a record date -------- for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a the "Place of -------- Payment") in the manner provided in Section 4.01(b); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of -------- ------- interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)875,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof875,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8% Senior Notes Notes, Due 2011" 2014” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1September 15, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8% per annum and will be payable semiannually in arrears on May 1 March 15 and November 1 September 15 in each year, commencing on November 1March 15, 20032007, to Holders of record at the close of business on the immediately preceding April 15, March 1 and October 15September 1, respectively (each such April 15 March 1 and October 15, September 1 a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22September 20, 20032006, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters accordance with Section 202 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “7.375% Senior Secured Notes Due 2011" due 2025” of the IssuersCompany. The final Stated Maturity of the Notes shall be May June 1, 2011. Interest on 2025, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 7.35% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually semi-annually in arrears on May June 1 and November December 1 in each year, commencing on November December 1, 20032020, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to Holders of record 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 April 15, and October 15, respectively such Interest Payment Date (each such April 15 and October 15each, a "Regular “Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Issue Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachwithin the City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by DTC or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Company, the Company’s office or agency in New York will be the office of the Person entitled thereto as Trustee maintained for such address purpose. Holders shall appear have the right to require the Company to purchase their Notes, in whole or in part, in the Registerevent of a Change of Control Triggering Event pursuant to Section 1009. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof175,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 7-1/2% Senior Subordinated Notes Due 20112013" of Select Medical Escrow prior to the IssuersSelect Medical Escrow Merger, and of the Company following the Select Medical Escrow Merger. The Company shall provide written notice of the Assumption to the Holders of the Notes promptly following such Assumption. The final Stated Maturity of the Notes shall be May August 1, 20112013. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 7-1/2% per annum and will be payable semiannually semi-annually in arrears on May August 1 and November February 1 in each year, commencing on November February 1, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, July 15 and October January 15, respectively (each such April July 15 and October January 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) maintained for that purpose in the Borough of Manhattan, The City of New York (each, a the "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 3/4% Senior Subordinated Notes Due 20112008" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 15, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9 3/4% per annum and will be payable semiannually semi-annually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1December 15, 20031998, to Holders holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15December 1, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the date of issuance of such Additional Notes; provided, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") and, for so long as the Notes are listed on the Luxembourg Stock Exchange, Notes may be presented or surrendered for payment at an office or agency of the Company maintained for that purpose in the manner provided in Section 4.01(b)Luxembourg; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.the

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof250 million. All the Original The 9.75% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 9.75% Notes shall be known and designated as the "10_% “9.75% Senior Notes Due 2011" due 2020” of the Issuers. The final Stated Maturity 9.75% Notes will mature on March 15, 2020. Each 9.75% Note will bear interest at a rate per annum of the Notes shall be May 1, 20119.75%. 50 Interest on the Outstanding principal amount of 9.75% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the September 1 and March 1 immediately preceding April 15, and October 15, respectively the interest payment date (each such April 15 September 1 and October 15March 1, a "“Regular Record Date"”), on September 15 and March 15 of each year, commencing March 15, 2012. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22October 3, 2003, 2011; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date (or October 3, 20032011 if no Interest Payment Date has occurred) immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof425.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “4.75 % Senior Notes Due 2011" 2021” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112021. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 4.75% per annum and will be payable semiannually semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1October 15, 20032013, to Holders holders of record at the close of business on the immediately preceding April 15, and 1 or October 151, respectively (each such April 15 and 1 or October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “4.875% Senior Secured Notes Due 2011" due 2027” of the Co-Issuers. The final Stated Maturity of the Notes shall be May June 1, 2011. Interest on 2027, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 4.875% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually semi-annually in arrears on May June 1 and November December 1 in each year, commencing on November June 1, 20032020, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to Holders of record 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 April 15, and October 15, respectively such Interest Payment Date (each such April 15 and October 15each, a "Regular “Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Issue Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Issuer maintained for that such purpose (eachwithin the City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuer, payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the RegisterNote Register 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 DTC or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “3.750% Senior Notes Due 2011" 2030” of the IssuersCompany. The final Stated Maturity of the Notes shall be May February 1, 20112030. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 3.750% per annum and will be payable semiannually semi-annually in arrears on May February 1 and November August 1 in of each year, commencing on November August 1, 20032022, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15January 15 or July 15 (whether or not a Business Day), respectively (each such April January 15 and October or July 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register; provided, further, however, Notes represented by one or more Global Notes registered in the name or held by DTC or its nominee shall be made in accordance with DTC’s applicable procedures.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance under this Indenture rank pari passu with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be Notes, are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202, 312, 1011 and consent together on all matters as one class1012 hereof, and none of the Original Notes will have the right to vote or consent as form a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes (except that any series of Notes that is not fungible with the Initial Notes for U.S. Federal income tax purposes may be treated as Notes for all purposes of the provisions of this Indenture relating to transfer and exchange as a separate class that does not trade fungibly with Notes that have differing treatment under U.S. Federal income tax law and will be assigned a different CUSIP or other identification number). Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "10_% “9.500% Senior Notes Due 2011" due 2021” of the IssuersCompany. The final Stated Maturity of the Notes shall be May April 1, 20112021. Interest on the Outstanding principal amount of The Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearset forth below from April 4, commencing on November 12016, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor. Interest on the Notes is payable on October 1, if no interest has been paid2016 and semi-annually thereafter on April 1 and October 1 in each year and at said Stated Maturity, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the March 15 and September 15 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); providedCity of New York or, howeverat the option of the Company, that, under payments of interest may be made by check mailed to the circumstances Holders of the Notes at their respective addresses set forth in Section 4.01(b)the Note Register of Holders; provided that all payments of principal, payment premium, if any, and interest, if any, with respect to Notes represented by one or more permanent global notes registered in the name of interest and Liquidated Damages on a Note may or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018 and a Loss Proceeds Offer as provided in Section 1020. The Notes shall be redeemable as provided in Article Eleven of this Indenture and Paragraph 6 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)1,000,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law; provided that the aggregate principal amount of Senior Secured Notes outstanding at any time shall not exceed $1.9 billion. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof1,000,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 7/8% Senior Notes Secured Notes, Series B, Due 20112007" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 20112007. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 9 7/8% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 20031999, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, 15 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 17, 20031999, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof350.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “3.500% Senior Notes Due 2011" 2029” of the IssuersCompany. The final Stated Maturity of the Notes shall be May March 1, 20112029. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 3.500% per annum and will be payable semiannually semi-annually in arrears on May March 1 and November September 1 in of each year, commencing on November March 1, 20032021, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15February 15 or August 15 (whether or not a Business Day), respectively (each such April February 15 and October or August 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)500,000,000, but may be increased, without limit, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof500,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 10 7/8% Senior Subordinated Notes Due 20112009" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 20112009. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 10 7/8% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 20031999, to Holders of record at the close of business on the immediately preceding April 15, 15 and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 17, 20031999, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, interest on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)325,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof325,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 10 1/2% Senior Notes Secured Notes, Due 20112013" of the IssuersCompany. The final Stated Maturity of the Notes shall be May June 1, 20112013. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 10 1/2% per annum and will be payable semiannually in arrears on May June 1 and November December 1 in each year, commencing on November December 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, May 15 and October November 15, respectively (each such April May 15 and October 15, November 15 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 20, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to (i) $450,000,000 (plus any Additional Dividend Notes issued 200,000,000 in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount Notes and (ii) subject to Section 10.8, Additional Notes, except for Notes authenticated and delivered upon registration of any transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 9.6, 10.12, 10.13 or 11.8. Any Additional Dividend Notes issued in respect thereof. All the Original Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and otherwise be treated as Notes for all Offers. For the purposes of this Indenture, except for Section 10.8, references to the Notes include Additional Notes, if any. The Notes shall be known and designated as the "10_% “10-1/2% Senior Notes Due due 2011" ” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 15, 2011. Interest on , and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall each bear interest at the rate of 10_% 10-1/2% per annum and will annum, as such interest rate may be adjusted as set forth in the Notes, from July 2, 2003, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually in arrears on May 1 January 15 and November 1 July 15 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April January 15, and October 152004, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on until the Original Notes will accrue from the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest for. Interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchangeoverdue principal, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, (to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damagesor premium, if any, at a rate of 1% per annum in excess of the interest rate referred to aboveshall be payable on demand. The principal of, and premium, if any, and interest and Liquidated Damageson, if any, on the Notes shall be payable and the Notes will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee) or at such other office or agency of the Issuers as may be maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)such purpose; provided, however, that, under the circumstances set forth in Section 4.01(b), that payment of interest and Liquidated Damages on a Note may be made by wire transfer at the option of immediately available funds to the account specified by the Holder of a Global Note or Company by check mailed to the address addresses of the Person entitled thereto as such address addresses shall appear on the Note Register. For all purposes hereunder, the Series A Notes and the Series B Notes will be treated as one class and are together referred to as the “Notes.” The Series A Notes rank pari passu in right of payment with the Series B Notes. The Notes shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the Registerevent of a Change of Control pursuant to Section 10.13. The Notes shall not be entitled to the benefits of any sinking fund. The Notes shall be redeemable as provided in Article XI and in the Notes. Payment on each Note is guaranteed, jointly and severally, by the Guarantors pursuant to Article XIII of the Indenture. - 52 - At the election of the Company, the entire Indebtedness on the Notes or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “6.500% Senior Notes Due 2011" due 2027” of the Co-Issuers. The final Stated Maturity of the Notes shall be May 1October 15, 2011. Interest on 2027, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 6.500% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1April 15, 20032020, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to Holders of record the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the April 1 and October 1 immediately preceding April 15, and October 15, respectively such Interest Payment Date (each such April 15 and October 15each, a "Regular “Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Issue Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Issuer maintained for that such purpose (eachwithin the City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuer, payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the RegisterNote Register 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 DTC or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 303 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “9.25% Senior Secured Notes Due 2011" due 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May July 1, 2011. Interest on 2017, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 9.25% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom June 23, commencing on November 12009, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable on January 1, from April 222010 and semi-annually thereafter on July 1 and January 1 in each year and at said Stated Maturity, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note Predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the June 15 and December 15 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachin The City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the 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 Global Note or Change in Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably and unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Dollar Notes will be issued in an aggregate principal amount of $450,000,000 plus 1,800 million, and the Initial Euro Notes will be issued in an aggregate principal amount of any Additional Dividend €225 million. The Dollar Notes and the Euro Notes will each be issued as a separate series, but, except as otherwise provided in respect thereof. All the Original Notes Section 902, shall vote and consent together on all matters as one class, and none and, except as provided in Xxxxxxx 000, xxxx of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Dollar Notes shall be known and designated as the "10_% “U.S. Dollar 8.875% Senior Notes Due 2011" due 2014” of the IssuersCompany. The Euro Notes shall be known and designated as the “Euro 7.875% Senior Notes due 2014” of the Company. The final Stated Maturity of the Notes shall be May January 1, 20112014. Interest on the Outstanding principal amount of Dollar Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8.875% per annum and on the Outstanding principal amount of Euro Notes shall accrue at the rate of 7.875% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May January 1 and November July 1 in each year, commencing on November July 1, 20032006, to Holders holders of record at the close of business on the immediately preceding April 15, December 15 and October June 15, respectively (each such April December 15 and October June 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22December 21, 2003, 2005; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)900,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law; provided that the aggregate principal amount of Senior Secured Notes outstanding at any time shall not exceed $1.9 billion. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof900,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 5/8% Senior Notes Secured Notes, Series A, Due 20112007" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 20112007. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 9 5/8% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 20031999, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, 15 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 17, 20031999, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes will be issued in an aggregate principal amount of Initial Notes which shall be authenticated and delivered under this Indenture is $450,000,000 plus the aggregate 400,000,000 in principal amount of any Additional Dividend Initial Notes, except for Initial Notes issued authenticated and delivered upon registration of transfer of, or in respect thereofexchange for, or in lieu of, other Initial Notes pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1015 or 1108. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 belowIn addition, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes Issuer may, from time to time. Initial , without notice to or the consent of the Holders of Notes, create and issue Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class under this Indenture ranking equally with the other Initial Notes in all respects, subject to the limitations described in Section 1008 hereof. Such Additional Notes may be consolidated and form a single series with the Initial Notes, vote together with the Initial Notes and have the same terms as to status, redemption or otherwise as the Initial Notes. Notwithstanding anything in this Indenture to the contrary, Additional Notes permitted to be treated as Notes for all purposes issued under this Indenture may be initially offered and sold in a registered securities offering. Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, unless immediately after giving effect to such issuance, no Default or Event of this IndentureDefault shall have occurred and be continuing. The Initial Notes shall be known and designated as the "10_% “5.875% Senior Notes Due 2011" due 2022,” in the case of either Series A Notes or Series B Notes of the IssuersIssuer. The final Stated Maturity of the Additional Notes shall be May 1, 2011known and designated as the “5.875% Senior Notes due 2022” of the Issuer. Interest on the Outstanding principal amount of Notes will accrue, subject With respect to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from Notes, the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes Issuer shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)(a) a Board Resolution and (b) (i) an Officers’ Certificate or (ii) one or more indentures supplemental hereto, payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.following information:

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance under this Indenture rank pari passu with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be Notes, are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one classaccordance with Section 3.03 hereof, and none of the Original Notes will have the right to vote or consent as form a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be treated as Notes for all purposes of issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "10_% “5.50% Senior Notes Due 2011" 2023” of the IssuersCompany. The final Stated Maturity stated maturity of the Notes shall be May March 1, 2011. Interest on 2023 (the Outstanding principal amount of “Stated Maturity”), and the Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% per annum and will be payable semiannually provided in arrears on May 1 and November 1 in each yearthe Notes from August 18, commencing on November 12015, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note Predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the February 15 and August 15 immediately preceding such Interest Payment Date that will occur on (each, whether or after the date of such exchangenot a Business Day, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any), and interest and Liquidated DamagesAdditional Interest, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachor, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest and Additional Interest, if any, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depositary or its nominee shall be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 11.09. The Notes shall be subject to mandatory redemption pursuant as provided in Section 11.10. The Notes shall be redeemable as provided in Article Eleven of this Indenture and Paragraph 5 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably unconditionally guaranteed, to the address of extent set forth herein, by the Person entitled thereto as such address shall appear in the RegisterGuarantor.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)$ , but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof$ . All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “ Senior Notes Notes, Due 2011" 20__” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 201120__. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the following rate of 10_% per annum annum: 1, and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 200320__, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 200320__, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof430.0 million. All the Original The Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “9.25% Senior Notes Due 2011" due 2014” of the Issuers. The final Stated Maturity of the Notes shall be May 1November 15, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.25% per annum and will be payable semiannually semi-annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 1May 15, 20032007, to Holders holders of record at the close of business on the immediately preceding April 15, May 1 and October 15November 1 , respectively (each such April 15 May 1 and October 15November 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 16, 2003, 2006; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)393,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof393,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 1/2% Senior Notes Secured Notes, Due 20112008" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1December 15, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 9 1/2% per annum and will be payable semiannually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1June 15, 20032002, to Holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15, December 1 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22December 4, 20032001, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300,000,000 million. All the Original The Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8.750% Senior Secured Second Lien Notes Due 2011" due 2025” of the Issuers. The final Stated Maturity of the Notes shall be May 1April 30, 20112025. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8.750% per annum and will be payable semiannually semi-annually in arrears on May 1 April 30 and November 1 October 30 in each year, commencing on November 1October 30, 20032020, to Holders holders of record at the close of business on the immediately preceding April 15, 15 and October 15, respectively (each such April 15 and October 15, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes or, 2003if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “6.0% Senior Notes Due 2011" 2017” of the Co-Issuers. The final Stated Maturity of the Notes shall be May 115, 2011. Interest on 2017, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 6.0% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom the Issue Date, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable semi-annually on May 15 and November 15 in each year beginning November 15, from April 22, 20032012, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from at said Stated Maturity, until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an May 1 and November 1 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Issuer maintained for that such purpose (eachin The City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Issuer is irrevocably unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance under this Indenture rank pari passu with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be Notes, are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one classaccordance with Section 3.03 hereof, and none of the Original Notes will have the right to vote or consent as form a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be treated as Notes for all purposes of issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "10_% “6.00% Senior Notes Due 2011" 2025” of the IssuersCompany. The final Stated Maturity stated maturity of the Notes shall be May December 1, 2011. Interest on 2025 (the Outstanding principal amount of “Stated Maturity”), and the Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% per annum and will be payable semiannually provided in arrears on May 1 and the Notes from November 1 in each year13, commencing on November 12018, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note Predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the May 15 and November 15 immediately preceding such Interest Payment Date that will occur on (each, whether or after the date of such exchangenot a Business Day, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any), and interest and Liquidated DamagesAdditional Interest, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachor, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest and Additional Interest, if any, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depositary or its nominee shall be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 11.09. The Notes shall be redeemable as provided in Article Eleven of this Indenture and Paragraph 5 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably unconditionally guaranteed, to the address of extent set forth herein, by the Person entitled thereto as such address shall appear in the RegisterGuarantor.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance under this Indenture rank pari passu with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be Notes, are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202, 312, 1011 and consent together on all matters as one class1012 hereof, and none of the Original Notes will have the right to vote or consent as form a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes (except that any series of Notes that is not fungible with the Initial Notes for U.S. Federal income tax purposes may be treated as Notes for all purposes of the provisions of this Indenture relating to transfer and exchange as a separate class that does not trade fungibly with Notes that have differing treatment under U.S. Federal income tax law and will be assigned a different CUSIP or other identification number). Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "10_% “10.750% Senior Secured Junior Priority Notes Due 2011" due 2023” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 15, 20112023. Interest on the Outstanding principal amount of The Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearset forth below from June 25, commencing on November 12018, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor. Interest on the Notes is payable on January 15, if no interest has been paid2019 and semi-annually thereafter on January 15 and July 15 in each year and at said Stated Maturity, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note Predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the January 1 and July 1 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); providedCity of New York or, howeverat the option of the Company, that, under payments of interest may be made by check mailed to the circumstances Holders of the Notes at their respective addresses set forth in Section 4.01(b)the Note Register of Holders; provided that all payments of principal, payment premium, if any, and interest, if any, with respect to Notes represented by one or more global notes registered in the name of interest and Liquidated Damages on a Note may or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018 and a Loss Proceeds Offer as provided in Section 1020. The Notes shall be redeemable as provided in Article Eleven of this Indenture and Paragraph 6 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of up to $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof2,500.0 million. All the Original The Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “12.0% Senior Cash Pay Notes Due 2011" due 2014” of the IssuersCompany. The final Stated Maturity of the Notes shall be May September 1, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually semi-annually in arrears on May March 1 and November September 1 in each year, commencing on November March 1, 20032008, to Holders holders of record at the close of business on the immediately preceding April 15, February 15 and October August 15, respectively (each such April February 15 and October August 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22August 30, 20032007, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest Interest on overdue the Outstanding principal and, to amount of the extent lawful, on overdue installments of interest (including interest to be paid in Notes shall accrue at the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 112.0% per annum and shall be payable entirely in excess cash. Payment of the interest rate referred to above. The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall will be payable made at the Corporate Trust Office of the Trustee, or at such other office or agency of the Issuers Company maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified designated to the Company by the Holder of a Global Note Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The Notes shall be entitled the “9.875% Senior Notes due 2025.” The Trustee shall authenticate and deliver on the Issue Date $600,000,000 in aggregate principal amount of the Initial Notes, upon delivery of an Issuer Order. The Trustee shall authenticate Additional Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited thereafter from time to $450,000,000 time for original issue in unlimited aggregate principal amount upon receipt of an Issuer Order (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.031108). The Initial Trustee shall also authenticate Exchange Notes will be issued thereafter from time to time for original issue in exchange for an aggregate equal principal amount of $450,000,000 plus Initial Notes or Additional Notes upon receipt of an Issuer Order. Any such Issuer Order shall also specify the aggregate amount date on which the original issue of Notes is to be authenticated, and, in relation to any Additional Dividend Notes or Exchange Notes, it shall also specify the principal amount thereof to be issued and, in respect thereof. All the Original Notes relation to any Additional Notes, it shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturecertify that such issuance is not prohibited by Section 1108. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May will mature on March 1, 20112025. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.875% per annum annum, and will be payable semiannually in arrears cash on each May 1 and November 1 in each year1, commencing on November 1, 20032018 in the case of the Initial Notes, to the Persons who are registered Holders of record Notes at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15 immediately preceding the applicable Interest Payment Date. Interest from November 1, 2024 to March 1, 2025 will be payable in cash on March 1, 2025, to the Persons who are registered Holders of Notes at the close of business on February 15, a "Regular Record Date")2025. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after including the date of such exchange, interest on issuance to but excluding the Note received in exchange thereof will accrue from the date of such actual Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at redeemable as provided in Article Twelve and subject to Legal Defeasance and Covenant Defeasance as provided in Article Fourteen. The Notes shall have such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") terms as are indicated in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.Annex A.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 303 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “8 1/8% Senior Secured Notes Due 2011" due 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May February 1, 2011. Interest on 2017, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 8 1/8% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom January 25, commencing on November 12011, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable on August 1, from April 222011 and semi-annually thereafter on February 1 and August 1 in each year and at said Stated Maturity, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note Predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the January 15 and July 15 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachor, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency 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 Global Note or Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably and unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount Principal Amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend 1,500,000,000, except for Notes issued authenticated and delivered upon registration or transfer of, or in respect thereof exchange for, or in lieu of, other Notes pursuant to Section 4.08)Sections 2.06, but 2.07, 2.08, 5.06 and 10.06. Notwithstanding the foregoing, Additional Notes of each series of Notes may be increasedissued pursuant to this Indenture, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial originally issued Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount each series and all such Additional Notes of any Additional Dividend Notes issued in respect thereof. All the Original Notes each series shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes as a single class. The 2009 Notes shall be designated as “Floating Rate Senior Notes due 2009,” the 2011 Notes shall be designated as “6.375% Senior Notes due 2011” and the 2016 Notes shall be designated as “6.800% Senior Notes due 2016.” The 2009 Notes, the 2011 Notes and the 2016 Notes shall each represent a separate series of this IndentureNotes. The Notes of each series shall be known rank equally and designated as pari passu with the "10_% Senior Notes Due 2011" of each other series and with all other unsecured and unsubordinated debt of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum Principal Amount and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which accrued interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in The City of New York maintained for that such purpose (eachand at any other office or agency maintained by the Company for such purpose; provided that, a "Place of Payment") except in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder case of a Global Note or Note, the Company will pay interest (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (ii) by wire transfer in immediately available funds to a Holder with an aggregate Principal Amount of Notes of any series in excess of $2.0 million, to the place and account designated in writing at least 15 calendar days prior to the interest payment date by the Person entitled thereto as specified in the Note Register. If the Stated Maturity or Redemption Date for any Note falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the Stated Maturity or Redemption Date, as the case may be. If an interest payment date for the 2011 Notes or the 2016 Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If an interest payment date for the 2009 Notes falls on a day that is not a Business Day, the interest payment date shall be postponed to the next succeeding Business Day unless such next succeeding Business Day would be in the following month, in which case, the interest payment date shall be the immediately preceding Business Day. Interest on the Notes will be paid to but excluding the relevant interest payment date. The Notes shall not have the benefit of a sinking fund.

Title and Terms. The Notes shall be entitled the “9.875% Senior Notes due 2024.” The Trustee shall authenticate and deliver on the Issue Date $540,000,000 in aggregate principal amount of the Initial Notes, upon delivery of an Issuer Order. The Trustee shall authenticate Additional Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited thereafter from time to $450,000,000 time for original issue in unlimited aggregate principal amount upon receipt of an Issuer Order (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.031108). The Initial Trustee shall also authenticate Exchange Notes will be issued thereafter from time to time for original issue in exchange for an aggregate equal principal amount of $450,000,000 plus Initial Notes or Additional Notes upon receipt of an Issuer Order. Any such Issuer Order shall also specify the aggregate amount date on which the original issue of Notes is to be authenticated, and, in relation to any Additional Dividend Notes or Exchange Notes, it shall also specify the principal amount thereof to be issued and, in respect thereof. All the Original Notes relation to any Additional Notes, it shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturecertify that such issuance is not prohibited by Section 1108. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1will mature on February 15, 20112024. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.875% per annum annum, and will be payable semiannually in arrears cash on May 1 each February 15 and November 1 in each yearAugust 15, commencing on November 1August 15, 20032017 in the case of the Initial Notes, to the Persons who are registered Holders of record Notes at the close of business on the February 1 and August 1 immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record the applicable Interest Payment Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after including the date of such exchange, interest on issuance to but excluding the Note received in exchange thereof will accrue from the date of such actual Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at redeemable as provided in Article Twelve and subject to Legal Defeasance and Covenant Defeasance as provided in Article Fourteen. The Notes shall have such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") terms as are indicated in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.Annex A.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “8.875% Senior Notes Due 2011" due 2024” of the Co-Issuers. The final Stated Maturity of the Notes shall be May 1November 15, 2011. Interest on 2024, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 8.875% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom the Issue Date, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable semi-annually on May 15 and November 15 in each year beginning May 15, from April 22, 20032017, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from at said Stated Maturity, until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an May 1 and November 1 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Issuer maintained for that such purpose (eachin The City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuer, payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the RegisterNote Register 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 Depositary or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 303 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “10.875% Senior Secured Notes Due 2011" due 2016” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 2011. Interest on 2016, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 10.875% per annum and will be payable semiannually in arrears on from May 1 and November 1 in each year29, commencing on November 12009, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable on October 15, from 2009 and semi-annually thereafter on April 2215 and October 15 in each year and at said Stated Maturity, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an 1 and October 1 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachin The City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the 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 Global Note or Change in Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably and unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “5.625% Senior Secured Notes Due 2011" due 2026” of the Co-Issuers. The final Stated Maturity of the Notes shall be May 1December 6, 2011. Interest on 2026, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 5.625% per annum and will be from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually semi-annually in arrears on May June 1 and November December 1 in each year, commencing on November December 1, 20032021, and at said Stated Maturity, until the principal thereof is paid or duly provided for and to Holders of record 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 April 15, and October 15, respectively such Interest Payment Date (each such April 15 and October 15each, a "Regular “Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Issue Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Issuer maintained for that such purpose (eachwithin the City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuer, payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address Holders of the Person entitled thereto as such address shall appear Notes at their respective addresses set forth in the RegisterNote Register 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 DTC or its nominee will be made in accordance with DTC’s applicable procedures. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)300,000,000, but may be increased, without limit, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 10-1/4% Senior Subordinated Notes Due 20112009" of the Issuers. The final Stated Maturity of the Notes shall be May 1February 15, 20112009. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 10-1/4% per annum and will be payable semiannually in arrears on May 1 February 15 and November 1 August 15 in each year, commencing on November 1August 15, 20031999, to Holders holders of record at the close of business on the immediately preceding April 15, February 1 and October 15August 1, respectively (each such April 15 February 1 and October 15August 1, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22February 25, 20031999, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to aboveabove and will pay interest on overdue installments of interest at such higher rate to the extent permitted by law. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof€290.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “2.625% Senior Notes Due 2011" 2029” of the IssuersCompany. The final Stated Maturity of the Notes shall be May February 1, 20112029. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 2.625% per annum and will be payable semiannually semi-annually in arrears on May February 1 and November August 1 in of each year, commencing on November August 1, 20032022, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15January 15 or July 15 (whether or not a Business Day), respectively (each such April January 15 and October or July 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal andmaintain one or more Paying Agents for the Notes in London, to the extent lawfulUnited Kingdom. The Company will initially appoint Elavon Financial Services DAC, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) UK Branch as initial Paying Agent and overdue amounts of Liquidated DamagesElavon Financial Services DAC, if any, at a rate of 1% per annum in excess of the interest rate referred to aboveUK Branch hereby accepts such appointment. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in London, United Kingdom (eachwhich initially shall be office of the Paying Agent, a "located at 000 Xxx Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register; provided, further, however, Notes represented by one or more Global Notes registered in the name or held by the Common Depositary or its nominee shall be made in accordance with Euroclear’s and/or Clearstream’s applicable procedures.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)278,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter278,000,000. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Initial Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 11 1/8% Senior Notes Due 2011Secured Notes, due 2012" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 15, 20112012. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 11.125% per annum and will be payable semiannually in arrears on May 1 January 15 and November 1 July 15 in each year, commencing on November 1January 15, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15January 1 or July 1, respectively (each such April 15 and October 15, January 1 or July 1 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22July 2, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 20032002; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof€250 million. All the Original The 6.00% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 6.00% Notes shall be known and designated as the "10_% “6.00% Senior Notes Due 2011" due 2021” of the IssuersIssuer. The final Stated Maturity of the 6.00% Notes shall be May will mature on March 1, 20112021. Each 6.00% Note will bear interest at a rate per annum of 6.00%. Interest on the Outstanding principal amount of 6.00% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the February 15 and August 15 immediately preceding April 15, and October 15, respectively the Interest Payment Date (each such April February 15 and October August 15, a "“Regular Record Date"”), on March 1 and September 1 of each year, commencing September 1, 2013. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22March 7, 2003, 2013; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date (or March 7, 20032013 if no Interest Payment Date has occurred) immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that --------------- may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited by ----------- applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof175,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 1/2% Senior Subordinated Notes Due 20112009" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 15, 20112009. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9 1/2% per annum and will be payable semiannually semi-annually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1December 15, 20032001, to Holders holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15December 1, a "Regular Record Date"). ------------------- Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a the "Place of Payment") in the manner provided in Section 4.01(b); ---------------- provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a -------- ------- Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. There is hereby created under the Indenture a series of Debt Securities known and designated as the “6.350% Senior Notes due 2028.” The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Second Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend 600,000,000, except for Notes issued authenticated and delivered upon reregistration of, transfer of, or in respect thereof exchange for, or in lieu of, other Notes pursuant to Section 4.08)Sections 2.07, but may 2.08, 2.09 or 9.04 of the Indenture. The Company shall be increasedthe Issuer of the Notes (the “Issuer”) and the Parent shall be a Guarantor of the Notes. The Guarantor fully and unconditionally guarantees, subject pursuant to compliance with the covenants terms of the Guarantee contained in Article 4 below XIII of the Indenture, to each Holder of the Notes the due and punctual payment of the principal of, any premium and interest on, with respect to the Notes and the conditions set forth due, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in Section 3.03accordance with the terms of the Notes, this Second Supplemental Indenture and the Indenture. The Initial Issuer may, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms (except for the date of issuance and, in some cases, the price to the public and the initial interest payment date) as the Notes. Any such additional notes, together with the Notes, will constitute a single series of Debt Securities under the Indenture; provided that such additional notes are fungible with the Notes will be issued in an aggregate principal amount of $450,000,000 plus for U.S. federal income tax purposes. The Stated Maturity for the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one classbe August 18, and none 2028 for payment of principal of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, bear interest at the rate of 10_% 6.350% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom August 18, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from 2023 or the most recent interest payment date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable semi-annually in arrears on February 18 and August 18 of each year (beginning February 18, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and2024), to the extent lawfulPersons in whose names the Notes are registered at the close of business on February 3 or August 3, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. Interest on overdue installments the Notes shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts resulting from this calculation will be rounded to the nearest cent. If any interest (including interest to be paid in payment date, any redemption date, the form maturity date or any other date on which the principal of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and or premium, if any, or interest on a Note becomes due and payable falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due, and no interest shall accrue on the amount so payable for the period from and Liquidated Damagesafter the interest payment date, if anyredemption date, on maturity date or other date, as the case may be. The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be payable at the Corporate The Depository Trust Office or at such other office or agency Company, New York, New York. The Notes shall not be subject to any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The form of the Issuers maintained for that purpose (eachNotes attached hereto as Exhibit A is hereby adopted, a "Place of Payment"pursuant to Section 9.01(i) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto Indenture, as such address shall appear in the Registerform of Debt Securities that consist of the Notes.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 303 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “9.750% Senior Notes Due 2011" due 2018” of the IssuersCompany. The final Stated Maturity of the Notes shall be May August 1, 2011. Interest on 2018, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 9.750% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom July 30, commencing on November 12010, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable on February 1, from April 222011 and semi-annually thereafter on February 1 and August 1 in each year and at said Stated Maturity, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note Predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the January 15 and July 15 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachin The City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the 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 Global Note or Change in Control pursuant to Section 1016. The Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1017. The Notes shall be redeemable as provided in Article Eleven. If the Notes are guaranteed, the due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably and unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400,000,000 million. All the Original The 5.125% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 5.125% Notes shall be known and designated as the "10_% “5.125% Senior Notes Due 2011" due 2022” of the Issuers. The final Stated Maturity of the 5.125% Notes shall be May will mature on June 1, 20112022. Each 5.125% Note will bear interest at a rate per annum of 5.125%. Interest on the Outstanding principal amount of 5.125% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the May 15 and November 15 immediately preceding April 15, and October 15, respectively the Interest Payment Date (each such April May 15 and October November 15, a "“Regular Record Date"”), on June 1 and December 1 of each year, commencing December 1, 2014. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 16, 2003, 2014; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes (or May 16, 20032014, if no Interest Payment Date has occurred), or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.