Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.625% Senior Secured Second Lien Notes due 2032” of the Company. Their Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities shall accrue at the rate of 8.625% per annum and shall be payable semiannually in arrears on each May 15 and November 15, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 500,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6258.000% Senior Secured Second Lien Notes due 20322033” of the Company. Their Stated Maturity for payment of principal shall be May March 15, 20322033. Interest on the Securities shall accrue at the rate of 8.6258.000% per annum and shall be payable semiannually in arrears on each May March 15 and November September 15, commencing November March 15, 2024 2025 to the Holders of record of Securities at the close of business on May March 1 and November September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16September 13, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 200,000,000 principal amount. Additional , of which $130,000,000 will be issued on the Issue Date, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 11.8 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.625"9 3/4% Senior Secured Second Lien Subordinated Notes due 2032” 2009" of the Company. Their Stated Maturity for payment of principal shall be May January 15, 20322009. Interest on the Securities shall accrue at the rate of 8.6259 3/4% per annum and shall be payable semiannually in arrears semi-annually on each May January 15 and November July 15, commencing November July 15, 2024 1999, to the Holders of record of Securities at the close of business on May the January 1 and November July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest Interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024the Issue Date of such Securities. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee in the Borough of Manhattan, The City of New York, York or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company may be required to make a Change of Control Offer as provided in Section 10.13, or wire transfer or other electronic meansan Asset Sale Offer as provided in Section 10.14. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount at Stated Maturity of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional the aggregate liquidation preference of the Exchangeable Preferred Stock (including any Exchangeable Preferred Stock issued in payment of dividends), plus accrued and unpaid dividends, on the date of exchange of the Exchangeable Preferred Stock into Securities may be issued(plus any additional Securities issued in lieu of cash interest as provided herein, authenticated and delivered pursuant to Section 3.13, and except for Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 906 or 11.08 1108 or in connection with an Offer to Purchase pursuant to Sections 10.13 or 10.14Section 1013. The Securities shall be known and designated as the “8.625% "Senior Secured Second Lien Notes Subordinated Debentures due 2032” 2010" of the Company. Their Stated Maturity for payment of principal shall be May February 15, 2032. Interest on the Securities 2010 and they shall accrue bear interest at the rate of 8.62511.125% per annum and shall be payable semiannually in arrears on each May 15 and November 15annum, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on from the Securities shall accrue Issue Date or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from April 16payable semi-annually on February 15 and August 15, 2024. Interest on commencing with the first such date after the Securities shall be computed on Issue Date until the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, that at the option of the Company, Company payment of interest interest, to the extent paid in cash, may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Company may be required to make an Offer to Purchase the Securities as provided in Sections 1013. The Securities shall be redeemable as provided in Article XI Two and in the SecuritiesArticle Eleven. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIITwelve.

Title and Terms. The (a) Subject to the provisions of this Indenture and applicable law, the aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture on the Issue Date is limited unlimited. The Company may issue Exchange Notes from time to $600,000,000 principal amount. Additional Securities may be issued, authenticated and delivered time pursuant to an exchange offer, in each case pursuant to a Board Resolution and subject to Section 3.13303, and Securities may be authenticated and delivered upon registration or transfer of, or in authorized denominations in exchange forfor a like principal amount of Original Notes and Additional Notes, or if any. Upon any such exchange, the Original Notes shall be cancelled in lieu of, other Securities accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. The Company may from time to time issue Additional Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant a Board Resolution and subject to Sections 10.13 or 10.14. Section 312. (b) The Securities Notes (including Additional Notes) shall be known and designated as the “8.625"10.375% Senior Secured Second Lien Notes due 2032” January 15, 2010" of the Company. Their Stated Maturity for payment of principal final maturity date shall be May January 15, 2032. Interest on the Securities 2010 and they shall accrue bear interest at the rate of 8.62510.375% per annum and shall be payable semiannually in arrears on each May 15 and November 15annum, commencing November 15from December 23, 2024 to the Holders of record of Securities at the close of business on May 1 and November 12002, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue or from the most recent date Interest Payment Date to which interest has been paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Indenture (c) The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office New York, maintained by the Trustee for such purpose and or at any other office or agency maintained by the Company for such purposepurpose (which shall initially be an office or agency of the Trustee); provided, however, that, that at the option of the Company, payment of Company interest may be made paid (1) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, Note Register or (2) by wire transfer to an account located in the United States maintained by the payee. (d) Holders shall have the right to require the Company to purchase their Notes, in whole or other electronic meansin part, in the event of a Change of Control pursuant to Section 1015. The Securities Notes shall be subject to repurchase by the Company pursuant to a Prepayment Offer as provided in Sections 1013. (e) The Notes shall be redeemable as provided in Article XI Twelve and in the Securities. Notes. (f) The Securities due and punctual payment of principal of, and premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes Guarantors. (g) The Notes shall be subject to satisfaction and discharge defeasance at the option of the Company as provided in Article IV Fourteen. (h) The Notes do not have the benefit of any sinking fund obligation. (i) Unless the context otherwise requires, the Original Notes, the Additional Notes and the Exchange Notes shall constitute one class and series of securities for all purposes under this Indenture, including with respect to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIany amendment, waiver, acceleration or other Act of Holders or, redemption, Prepayment Offer or Change of Control Offer.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 925,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14Section 10.10. The Securities shall be known and designated as the “8.6254.875% Senior Secured Second Lien Notes due 20322028” of the Company. Their Stated Maturity for payment of principal shall be May January 15, 20322028. Interest on the Securities shall accrue at the rate of 8.6254.875% per annum and shall be payable semiannually in arrears on each May January 15 and November July 15, commencing November January 15, 2024 2018 to the Holders of record of Securities at the close of business on May January 1 and November July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16August 11, 20242017. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 750,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14Section 10.10. The Securities shall be known and designated as the “8.6254.875% Senior Secured Second Lien Notes due 20322028” of the Company. Their Stated Maturity for payment of principal shall be May January 15, 20322028. Interest on the Securities shall accrue at the rate of 8.6254.875% per annum and shall be payable semiannually in arrears on each May January 15 and November July 15, commencing November January 15, 2024 2018 to the Holders of record of Securities at the close of business on May January 1 and November July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16August 11, 20242017. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The Securities may be issued in two series, a series of Initial Securities and a series of Exchange Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 150,000,000 in principal amount. Additional amount of Securities, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 303, 3.05304, 3.06305, 9.06 306, 906, 1012, 1016 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.141108. The Securities shall be known and designated as the “8.625"8% Senior Secured Second Lien Subordinated Notes due 2032” 2010" of the Company. Their The Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities shall accrue be October 15, 2010, and the Securities shall each bear interest at the rate of 8.6258% per annum and shall be payable semiannually in arrears on each May 15 and November 15from June 11, commencing November 151998, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue or from the most recent date Interest Payment Date to which interest has been paid or, if no interest has been paid, from as the case may be, payable semiannually on April 1615 and October 15, 2024in each year, commencing October 15, 1998, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any such other office or agency maintained by of the Company as may be maintained for such purpose; provided, however, that, that interest may be paid at the option of the Company, payment of interest may be made Company by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or wire transfer or other electronic meansin part, in the event of a Change in Control pursuant to Section 1016. The Securities shall be redeemable as provided in Article XI Eleven and in the Securities. The At the election of the Company, the entire Indebtedness on the Securities shall or certain of the Company's obligations and covenants and certain Events of Default thereunder may be subject to satisfaction and discharge defeased as provided in Article IV and Four. The Indebtedness evidenced by the Securities shall be subordinated in right of payment to Legal Defeasance and/or Covenant Defeasance Senior Indebtedness as provided in Article XII12.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 500,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6259.25% Senior Secured Second Lien Notes due 2032Due 2019” of the Company. Their Stated Maturity for payment of principal shall be May December 15, 20322019. Interest on the Securities shall accrue at the rate of 8.6259.25% per annum and shall be payable semiannually in arrears on each May June 15 and November December 15, commencing November June 15, 2024 2010 to the Holders of record of Securities at the close of business on May June 1 and November December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16November 17, 20242009. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 400,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 303, 3.05304, 3.06305, 9.06 306 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14906. The Initial Securities shall be known and designated as the “8.625"8 1/8% Senior Secured Second Lien Notes Debentures due 2032” 2009" and the Exchange Securities shall be known and designated as the "8 1/8% Series B Senior Debentures due 2009" of the Company. Their Stated Maturity for payment of principal shall be May August 15, 2032. Interest on the Securities 2009, and they shall accrue bear interest at the rate of 8.6258 1/8% per annum and shall be payable semiannually (except as otherwise provided for in arrears on each May 15 and November 15the form of Security) from the Security Issue Date, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from or the most recent date Interest Payment Date to which interest has been paid oror duly provided for on a given Security or a Security surrendered in exchange for such Security, if no interest has been paidas the case may be, from April 16payable on February 15, 20241998 and semiannually thereafter on February 15 and August 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for. The initial Interest on Payment Date for any Security shall be the first February 15 or August 15 occurring after the Security Issue Date for such Security. The Initial Securities and the Exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsrank pari passu. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, The City of New York, or at such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, payment of cash interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or wire transfer or other electronic means. The Securities shall are not subject to redemption at the option of the Company. At the election of the Company, the entire indebtedness represented by the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be redeemable defeased as provided in Article XI and in the SecuritiesTwelve. The Securities shall will be subject to satisfaction senior unsecured obligations of the Company and discharge as provided will rank pari passu in Article IV right of payment with all existing and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIfuture unsubordinated indebtedness of the Company.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 210,000,000 principal amountamount of Initial Securities and up to $210,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.133.15, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.62510 3/4% Senior Secured Second Lien Notes due 2032Due 2008” of the Company. Their Stated Maturity for payment of principal shall be May April 15, 20322008. Interest on the Securities shall accrue at the rate of 8.62510.75% per annum and shall be payable semiannually in arrears on each May April 15 and November October 15, commencing November April 15, 2024 2003 to the Holders of record of Securities at the close of business on May April 1 and November October 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest Interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16October 15, 20242002; provided, however, that interest on Additional Securities will accrue from their date of issuance. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 143,750,000 (including $18,750,000 aggregate principal amount. Additional amount of Securities that may be issued, authenticated and delivered sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to Section 3.13the Purchase Agreement), and except for Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.141405. The Securities shall be known and designated as the “8.625"6% Senior Secured Second Lien Notes Convertible Subordinated Debentures due 2032” 2001" of the Company. Their Stated Maturity for payment of principal shall be May 15December 1, 2032. Interest on the Securities 2001 and they shall accrue bear interest at the rate of 8.6256% per annum and shall be payable semiannually in arrears on each May 15 and November 15annum, commencing November 15, 2024 to from the Holders date of record original issuance of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject pursuant to Section 3.13(3), interest on the Securities shall accrue this Indenture or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from April 16payable semi-annually on June 1 and December 1, 2024. Interest on commencing June 1, 1997, until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or made available for payment. The principal of (and premium, if any) , and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the Corporate Trust Office office or agency of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office Company maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purposepursuant to Section 1002; provided, however, that, that at the option of -------- ------- the Company, Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire . The Securities shall be subject to the transfer or other electronic meansrestrictions set forth in Section 305. The Securities shall be redeemable as provided in Article XI and Eleven. The Securities shall be subordinated in the Securitiesright of payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to satisfaction and discharge repurchase at the option of the Holder as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 85,627,000 in principal amount. Additional amount of Securities, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities Securities, including any exchange of Series B Notes for Series A Notes or pursuant to Sections 3.04Section 303, 3.05304, 3.06305, 9.06 306, 307, 308, 806, 912, 917, 1008 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14otherwise. The Securities shall be known and designated either as the “8.6256.00% Senior Secured Second Lien Convertible Notes due 20322012, Series A” or “6.00% Senior Secured Convertible Notes due 2012, Series B” of the Company. Their The Stated Maturity for payment of principal the Securities shall be May 15, 2032. Interest on 2012, and the Securities shall accrue each bear interest at the rate of 8.6256.00% per annum and shall annum, as such interest rate may be adjusted as set forth in the Securities, from May 7, 2009, payable semiannually in arrears on each May 15 and November 15, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1 of each year, commencing as of November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on 2009 until the Securities shall accrue from the most recent date to which interest has been principal thereof is paid or, if no interest has been paid, from April 16, 2024or duly provided for. Interest on any overdue principal, interest (to the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or York maintained for such other designated purposes (which initially will be a corporate trust office maintained by of the Trustee for such purpose and located at any other office or agency maintained by the Company for such purpose▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, New York, 10005); provided, however, that, at the option of the Company, that payment of interest may be made at the option of the Company by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. Any Series B Note Holder may elect to surrender its Series B Notes upon its receipt of notice from the Company that the Registration Statement has been declared effective. Anytime after receiving such notice, any Series B Note Holder may provide the Company and Trustee with five (5) Business Days’ notice of its intent to exchange its Series B Notes for Series A Notes, at which time the Trustee shall cancel such Holder’s Series B Notes and issue a new Series A Note in a like aggregate principal amount, which may be as part of a Global Security. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 912. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 914, or wire transfer or other electronic meansunder the circumstances set forth in Section 920. The Securities shall be redeemable as provided in Article XI Ten and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 1,100,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14Section 10.10. The Securities shall be known and designated as the “8.6256.125% Senior Secured Second Lien Notes due 20322034” of the Company. Their Stated Maturity for payment of principal shall be May March 15, 20322034. Interest on the Securities shall accrue at the rate of 8.6256.125% per annum and shall be payable semiannually in arrears on each May March 15 and November September 15, commencing November September 15, 2024 2024, to the Holders of record of Securities at the close of business on May March 1 and November September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16March 11, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 400,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6256.125% Senior Secured Second Lien Notes due 20322023” of the Company. Their Stated Maturity for payment of principal shall be May June 15, 20322023. Interest on the Securities shall accrue at the rate of 8.6256.125% per annum and shall be payable semiannually in arrears on each May June 15 and November December 15, commencing November June 15, 2024 2013 to the Holders of record of Securities at the close of business on May June 1 and November December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16October 30, 20242012. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 800,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6255.50% Senior Secured Second Lien Notes due 20322025” of the Company. Their Stated Maturity for payment of principal shall be May July 15, 20322025. Interest on the Securities shall accrue at the rate of 8.6255.50% per annum and shall be payable semiannually in arrears on each May January 15 and November July 15, commencing November July 15, 2024 2015 to the Holders of record of Securities at the close of business on May January 1 and November July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16March 26, 20242015. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 250,000,000 except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.063.6, 9.06 3.8, 9.6, 10.16, 10.17 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.1411.8 hereof. The Securities shall be known and designated as the “8.625"8 3/8% Series A Senior Secured Second Lien Subordinated Notes Due 2008" and the "8 3/8% Series B Senior Subordinated Notes due 2032” of 2008"of the Company. Their Stated Maturity for payment of principal shall be May 15July 1, 2032. Interest on the Securities 2008, and they shall accrue bear interest at the rate of 8.6258 3/8% per annum and shall be payable semiannually in arrears on each May 15 and November 15from July 8, commencing November 151998, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidpayable semiannually on January 1 and July 1 in each year, from April 16commencing January 1, 2024. Interest on 1999, and at said Stated Maturity, until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or duly provided for. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, The City of New York, or at such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by of the Company as may be maintained for such purposepurpose pursuant to Section 10.2 hereof; provided, however, that, at the option of the Company, payment of principal, premium, if any, and interest may be made paid (i) by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or (ii) with respect to Securities held in book-entry form, by wire transfer or other electronic meansto an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities shall be redeemable as provided in Article XI and in the Securitieshereof. The Securities shall be subject to satisfaction and discharge defeasance at the option of the Company as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance XII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XIIXIII hereof. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article XIV hereof.

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 175,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 11.8, Exchange Securities or in connection with an Offer to Purchase pursuant to Sections 10.13 10.19 or 10.1410.21. Subject to Section 3.5, the Securities will be represented by one or more Global Securities in the name of the Depositary or its nominee. The Securities shall be known and designated as the “8.625"7.5% Senior Secured Second Lien Notes due 2032” 2013" of the Company. Their Stated Maturity for payment of principal shall be May 15November 1, 2032. Interest on the Securities 2013 and they shall accrue bear interest at the rate of 8.6257.5% per annum and shall be annum, from December 2, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually in arrears on each May 15 and November 15, commencing November 15, 2024 to the Holders of record of Securities at the close of business semi-annually on May 1 and November 1, respectivelycommencing May 1, immediately preceding such Interest Payment Date. Subject to Section 3.13(3)2004, interest on until the Securities shall accrue from the most recent date to which interest has been principal thereof is paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsor made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, provided that at the option of the Company, Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding any other provision of this Section 3.1, if the Securities are in the form of one or wire transfer more Global Securities, immediately available funds for the payment of the principal of (and premium, if any) and interest on the Securities due on any Interest Payment Date or other electronic meansat Maturity, as the case may be, will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Depositary on such respective dates. The Depositary will allocate and pay such funds to the owners of beneficial interests in the Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 10.19 or 10.21. The Securities shall be redeemable as provided in Article XI and in the SecuritiesEleven. The Securities shall be subject to satisfaction and discharge defeasance at the option of the Company as provided in Article IV Twelve. The Securities do not have the benefit of any sinking fund obligations. The Initial Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities and the Exchange Securities will vote and consent together on all matters to Legal Defeasance and/or Covenant Defeasance which such Holders are entitled to vote or consent as provided one class, and none of the Holders of the Initial Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated November 24, 2003, among the Company, ▇.▇. ▇▇▇▇▇▇ Securities Inc. and the other initial purchasers named therein. The Initial Securities will be resold initially only to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Initial Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, including appropriate legends as set forth in Section 3.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a temporary global Security (the "Temporary Regulation S Global Note"), without interest coupons. Beneficial interest in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set forth in Section 3.1(c) (the "Permanent Regulation S Global Note" and, together with the Temporary Regulations Global Note, each a "Regulation S Global Note") within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 3.13. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Article XIIThree for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream"). Prior to the 40th day after the later of the commencement of the offering of the Initial Securities and the date on which the Initial Securities are originally issued (such period through and including such 40th day, the "Restricted Period"), interests in the Temporary Regulation S Global Note may only be held through Euroclear or Clearstream (as indirect participants in DTC) unless exchanged for interests in a Global Security in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in DTC's system. Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers' securities accounts in the depositaries' names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set in Section 3.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 3.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in the City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth in Section 2.2. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Section 2.2 are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 200,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 11.8, Exchange Securities or in connection with an Offer to Purchase pursuant to Sections 10.13 10.19 or 10.1410.21. Subject to Section 3.5, the Securities will be represented by one or more Global Securities in the name of the Depositary or its nominee. The Securities shall be known and designated as the “8.625"__% Senior Secured Second Lien Notes due 2032” 2012" of the Company. Their Stated Maturity for payment of principal shall be May 15December 1, 2032. Interest on the Securities 2012 and they shall accrue bear interest at the rate of 8.6259 5/8% per annum and shall be payable semiannually in arrears on each May 15 and annum, from November 1527, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue 2002 or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from April 16payable semi-annually on June 1 and December 1, 2024. Interest on commencing June 1, 2003, until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, provided that at the option of the Company, Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding any other provision of this Section 3.1, if the Securities are in the form of one or wire transfer more Global Securities, immediately available funds for the payment of the principal of (and premium, if any) and interest on the Securities due on any Interest Payment Date or other electronic meansat Maturity, as the case may be, will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Depositary on such respective dates. The Depositary will allocate and pay such funds to the owners of beneficial interests in the Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 10.19 or 10.21. The Securities shall be redeemable as provided in Article XI and in the SecuritiesEleven. The Securities shall be subject to satisfaction and discharge defeasance at the option of the Company as provided in Article IV Twelve. The Securities do not have the benefit of any sinking fund obligations. The Initial Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities and the Exchange Securities will vote and consent together on all matters to Legal Defeasance and/or Covenant Defeasance which such Holders are entitled to vote or consent as provided one class, and none of the Holders of the Initial Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated November 22, 2002, among the Company, ▇.▇. ▇▇▇▇▇▇ Securities Inc. and the other initial purchasers named therein. The Initial Securities will be resold initially only to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Initial Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, including appropriate legends as set forth in Section 3.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a temporary global Security (the "Temporary Regulation S Global Note"), without interest coupons. Beneficial interest in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set forth in Section 3.1(c) (the "Permanent Regulation S Global Note" and, together with the Temporary Regulations Global Note, each a "Regulation S Global Note") within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 3.13. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Article XIIThree for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream"). Prior to the 40th day after the later of the commencement of the offering of the Initial Securities and the date on which the Initial Securities are originally issued (such period through and including such 40th day, the "Restricted Period"), interests in the Temporary Regulation S Global Note may only be held through Euroclear or Clearstream (as indirect participants in DTC) unless exchanged for interests in a Global Security in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in DTC's system. Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers' securities accounts in the depositaries' names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set in Section 3.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 3.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in the City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth in Section 2.2. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Section 2.2 are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 207,000,000 (including $27,000,000 aggregate principal amount. Additional amount of Securities that may be issued, authenticated and delivered sold by the Company pursuant to Section 3.13the over-allotment option granted pursuant to the Underwriting Agreement, dated September 17, 1997, among the Company, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., BT Alex. ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated), except for Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 906, 1108, 1302 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.141405. The Securities shall be known and designated as the “8.625"4-1/2% Senior Secured Second Lien Convertible Subordinated Notes due 2032” Due 2004" of the Company. Their Stated Maturity for payment of principal shall be May 15September 1, 2032. Interest on the Securities 2004 and they shall accrue bear interest at the rate of 8.6254-1/2% per annum annum, from and shall be payable semiannually in arrears on each May 15 and November 15, commencing November 15, 2024 to including the Holders date of record the initial issuance of Securities at the close of business on May 1 under this Indenture or from and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from including the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no as the case may be, payable semi-annually on March 1 and September 1 commencing March 1, 1998, until the principal thereof is paid or made available for payment. Each payment of interest has been paidshall include interest accrued to but excluding the Interest Payment Date on which payment is to be made. The Company shall pay interest on overdue principal at the rate borne by the Securities, from April 16, 2024. Interest and it shall pay interest on overdue installments of interest at the Securities shall be computed on same rate to the basis of a 360-day year comprised of twelve 30-day monthsextent lawful. The principal of (and premium, if any) , and interest on the Securities shall be payable (i) in same day funds on or prior to the payment dates with respect to such amounts in the case of Securities held of record by DTC or its nominee and (ii) at the Corporate Trust Office offices of the Trustee in the Borough of Manhattan, The City of New York, New York (or such other designated corporate trust office maintained for that purpose pursuant to Section 1002) in the case of Securities held of record by the Trustee for such purpose and at any Holders other office than DTC or agency maintained by the Company for such purposeits nominee; provided, however, that, that at the option of the Company, Company payment of interest may be made made, with respect to Securities held of record by a Holder other than DTC or its nominee, by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and Eleven. The Securities shall be subordinated in the Securitiesright of payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be subject to satisfaction and discharge repurchase at the option of the Holder as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIFourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14unlimited. The Initial Securities shall be known and designated as the “8.625"7.50% Senior Secured Second Lien Notes due 2032” of October 15, 2013" and the CompanyExchange Securities shall be known and designated as the "7.50% Senior Exchange Notes due October 15, 2013". Their The Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities shall accrue be October 15, 2013, and they shall bear interest at the rate of 8.6257.50% per annum and shall be payable semiannually in arrears on each May 15 and November 15from October 9, commencing November 152003, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from or the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidpayable on, from April 1615, 2024. Interest 2004, and semi-annually thereafter on April 15 and October 15, in each year and at said Stated Maturity until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or duly provided for. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York (which shall be the Corporate Trust Office of the Trustee in U.S. Trustee, unless the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose Company shall designate and at any maintain some other office or agency maintained by the Company for such purpose), or at such other office or agency of the Company as may be maintained for such purpose in lawful money of the United States of America; provided, however, that, at the option of the Company, payment of interest may be made paid to Holders by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1012 and discharge 1014. Additional Securities ranking pari passu with the Initial Securities may be created and issued from time to time by the Company without notice to or the consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that, the Company's ability to issue Additional Securities shall be subject to the Company's compliance with Section 1008. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture or pursuant to an Officers' Certificate. Such Officers' Certificate shall state that the Additional Securities are issued pursuant to this Indenture. The Securities shall not be redeemable, other than as provided in Article IV and Eleven. The Securities shall be subject to Legal Defeasance and/or Covenant Defeasance defeasance at the option of the Company as provided in Article XIIFour. SECTION 302. DENOMINATIONS. The Securities shall be issuable only in registered form without coupons and only in denominations of U.S.$1,000 or any integral multiple thereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 500,000,000 principal amount. Additional amount of Initial Securities may be issuedand up to $500,000,000 principal amount of Securities exchanged therefor in accordance with the Registration Rights Agreement, authenticated and delivered pursuant to Section 3.13, and except for Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 11.8 or in connection with an Offer pursuant to Sections 10.13 10.13, 10.14 or 10.1410.21. The Securities shall be known and designated as the “8.625"8-7/8% Senior Secured Second Lien Notes due 2032” 2007" of the CompanyCompany and ▇▇▇▇▇. Their Stated Maturity for payment of principal shall be May August 15, 20322007. Interest on the Securities shall accrue at the rate of 8.6258-7/8% per annum and shall be payable semiannually in arrears semi-annually on each May February 15 and November August 15, commencing November February 15, 2024 1998, to the Holders of record of Securities at the close of business on May the February 1 and November 1, respectively, August 1 immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest Interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024the Issue Date of such Securities. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, -------- however, that, at the option of the Company, payment of interest may be made by ------- check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company may be required to make a Change of Control Offer as provided in Section 10.13, or wire transfer an Asset Sale Offer as provided in Section 10.14 or other electronic meansa Deposit Offer as provided in Section 10.21. The Securities shall be redeemable as provided in Article XI II and in the SecuritiesArticle XI. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 1,500,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14Section 10.10. The Securities shall be known and designated as the “8.6256.000% Senior Secured Second Lien Notes due 20322029” of the Company. Their Stated Maturity for payment of principal shall be May December 15, 20322029. Interest on the Securities shall accrue at the rate of 8.6256.000% per annum and shall be payable semiannually in arrears on each May June 15 and November December 15, commencing November June 15, 2024 2023, to the Holders of record of Securities at the close of business on May June 1 and November December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16November 30, 20242022. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities and Additional Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 will be unlimited in aggregate principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.625"9 5/8% Senior Secured Second Lien Notes due 2032” 2010" of the Company. Their Stated Maturity for payment of principal stated maturity shall be May 15December 1, 2032. Interest on the Securities 2010 and they shall accrue bear interest at the rate of 8.6259 5/8% per annum and shall be payable semiannually in arrears on each May 15 and November 15annum, commencing November 15from December 4, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue 2003 or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from April 16payable semi-annually on each Interest Payment Date, 2024. Interest on commencing June 1, 2004, until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or made available for payment. The principal of (of, and premium, if any) , and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office New York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, that at the option of the Company, Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, Register or by wire transfer of immediately available funds pursuant to wire transfer instructions provided by a Holder to the Company or other electronic meansthe Paying Agent. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Section 1013 or 1015. Additional Securities ranking pari passu with the Securities issued the date hereof may be created and issued from time to time subject to Section 1008 by the Company without notice or consent to the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall vote together as one series on all matters with respect to the Securities and shall have the same terms as to status, redemption or otherwise as the Securities originally issued; any Additional Securities shall be issued pursuant to an indenture supplemental to this Indenture. The Securities shall be redeemable as provided in Article XI and in the SecuritiesXI. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance defeasance at the option of the Company as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 350,000,000 in principal amount. Additional amount of Securities (of which $250.0 million are Initial Securities and up to $100.0 million may be issuedissued as Additional Securities), authenticated and delivered pursuant to Section 3.13, and except for Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1012, 1015 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.141108. The Securities shall be known and designated as the “8.625"8 7/8% Senior Secured Second Lien Subordinated Notes due 2032” 2011" of the Company. Their The Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities shall accrue be December 1, 2011, and the Securities shall each bear interest at the rate of 8.6258 7/8% per annum and shall annum, as such interest rate may be payable semiannually adjusted as set forth in arrears on each May 15 and November 15the Securities, commencing November 15from December 11, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue 2001 or from the most recent date Interest Payment Date to which interest has been paid or, if no interest has been paid, from April 16payable semiannually on June 1 and December 1 in each year, 2024commencing June 1, 2002, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Corporate Trust Office Company maintained for such purposes (which initially will be a corporate trust office of the Trustee in the Borough of Manhattanlocated at 180 East 5th Street, The City of New YorkSt. Paul, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purposeMinnesota 55101); provided, however, that, th▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ at the option of the Company, payment of interest may be made Company by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or wire transfer or other electronic meansin part, in the event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article XI Eleven and in the Securities. The Indebtedness evidenced by the Securities shall rank junior to and be subordinated in right of payment to the prior payment in full of all other Senior Indebtedness. The Securities shall be subject senior subordinated Indebtedness of the Company ranking equal to satisfaction all other existing and discharge future senior subordinated Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIFour.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 1,200,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 9.05 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6255.50% Senior Secured Second Lien Notes due 20322027” of the Company. Their Stated Maturity for payment of principal shall be May July 15, 20322027. Interest on the Securities shall accrue at the rate of 8.6255.50% per annum and shall be payable semiannually in arrears on each May January 15 and November July 15, commencing November January 15, 2024 2020 to the Holders of record of Securities at the close of business on May January 1 and November July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16July 9, 20242019. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office of the Trustee in the Borough of Manhattan, The City of New York, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 250,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 11.8, Exchange Securities or in connection with an Offer to Purchase pursuant to Sections 10.13 10.19 or 10.1410.21. Subject to Section 3.5, the Securities will be represented by one or more Global Securities in the name of the Depositary or its nominee. The Securities shall be known and designated as the “8.625"7.0% Senior Secured Second Lien Notes due 2032” 2016" of the Company. Their Stated Maturity for payment of principal shall be May 15December 1, 2032. Interest on the Securities 2016 and they shall accrue bear interest at the rate of 8.6257.0% per annum and shall be payable semiannually in arrears on each May 15 and annum, from November 1523, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue 2004 or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from April 16payable semi-annually on June 1 and December 1, 2024. Interest on commencing June 1, 2005, until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, provided that at the option of the Company, Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding any other provision of this Section 3.1, if the Securities are in the form of one or wire transfer more Global Securities, immediately available funds for the payment of the principal of (and premium, if any) and interest on the Securities due on any Interest Payment Date or other electronic meansat Maturity, as the case may be, will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Depositary on such respective dates. The Depositary will allocate and pay such funds to the owners of beneficial interests in the Securities in accordance with its existing operating procedures. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 10.19 or 10.21. The Securities shall be redeemable as provided in Article XI and in the SecuritiesEleven. The Securities shall be subject to satisfaction and discharge defeasance at the option of the Company as provided in Article IV Twelve. The Securities do not have the benefit of any sinking fund obligations. The Initial Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities and the Exchange Securities will vote and consent together on all matters to Legal Defeasance and/or Covenant Defeasance which such Holders are entitled to vote or consent as provided one class, and none of the Holders of the Initial Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated November 18, 2004, among the Company, ▇.▇. ▇▇▇▇▇▇ Securities Inc. and the other initial purchasers named therein. The Initial Securities will be resold initially only to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Initial Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, including appropriate legends as set forth in Section 3.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a temporary global Security (the "Temporary Regulation S Global Note"), without interest coupons. Beneficial interest in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set forth in Section 3.1(c) (the "Permanent Regulation S Global Note" and, together with the Temporary Regulations Global Note, each a "Regulation S Global Note") within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 3.13. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Article XIIThree for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream"). Prior to the 40th day after the later of the commencement of the offering of the Initial Securities and the date on which the Initial Securities are originally issued (such period through and including such 40th day, the "Restricted Period"), interests in the Temporary Regulation S Global Note may only be held through Euroclear or Clearstream (as indirect participants in DTC) unless exchanged for interests in a Global Security in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in DTC's system. Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers' securities accounts in the depositaries' names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2 including appropriate legends as set in Section 3.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, without interest coupons, substantially in the form as set forth in Section 2.2, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 3.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in the City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth in Section 2.2. The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Section 2.2 are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 750,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6255.875% Senior Secured Second Lien Notes due 20322026” of the Company. Their Stated Maturity for payment of principal shall be May September 15, 20322026. Interest on the Securities shall accrue at the rate of 8.6255.875% per annum and shall be payable semiannually in arrears on each May March 15 and November September 15, commencing November September 15, 2024 2016 to the Holders of record of Securities at the close of business on May March 1 and November September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16May 13, 20242016. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 330,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 307, 308, 906, 1012, 1013 or 11.08 or in connection with an Offer 1108, pursuant to Sections 10.13 an Exchange Offer or 10.14pursuant to Section 312. The Company may also issue up to $100 million aggregate principal amount of Additional Securities having identical terms and conditions to the Securities, subject to compliance with the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the “8.625"9 1/4% Senior Secured Second Lien Subordinated Notes due 2032” of 2008" and the Company. Exchange Securities shall be known and designated as the "9 1/4% Exchange Senior Subordinated Notes due 2008." Their Stated Maturity for payment of principal shall be May April 15, 2032. Interest on the Securities 2008, and they shall accrue bear interest at the rate of 8.6259 1/4% per annum and shall be from April 28, 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on each May April 15 and November October 15 in each year, commencing October 15, commencing November 151998, 2024 until the principal thereof is paid or duly provided for, to the Holders of record of Securities Person in whose name the Security (or any predecessor Security) is registered at the close of business on May the April 1 and November 1, respectively, immediately or October 1 next preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) ), and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York maintained for such purposes, (which initially shall be the office of the Trustee located at One State Street, New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, thatNY 10004) or, at the option of the Company, payment of interest may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register; provided that all payments with respect to the U.S. Global -------- Securities, or as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other electronic meansPaying Agent) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIEleven.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 300,000,000 principal amount. Additional amount of Initial Securities may be issuedand up to $300,000,000 principal amount of Securities exchanged therefor in accordance with the Registration Rights Agreement, authenticated and delivered pursuant to Section 3.13, and except for Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 11.8 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.625"93% Senior Secured Second Lien Subordinated Notes due 2032” 2009" of the Company. Their Stated Maturity for payment of principal shall be May January 15, 20322009. Interest on the Securities shall accrue at the rate of 8.6259.25% per annum and shall be payable semiannually in arrears semi-annually on each May January 15 and November July 15, commencing November July 15, 2024 1999, to the Holders of record of Securities at the close of business on May the January 1 and November July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest Interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024the Issue Date of such Securities. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee in the Borough of Manhattan, The City of New York, York or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of -------- ------- interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company may be required to make a Change of Control Offer as provided in Section 10.13, or wire transfer or other electronic meansan Asset Sale Offer as provided in Section 10.14. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 175,000,000 in principal amount. Additional amount of Securities plus any Exchange Notes which may be issuedissued upon consummation of an Exchange Offer, authenticated and delivered pursuant to Section 3.13, and except for Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1009, 1014 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.141108 hereof. The Securities shall be known and designated as the “8.625"9 1/4% Senior Secured Second Lien Notes due 2032” 2007" of the Company. Their The Stated Maturity for payment of the principal shall be May 15, 2032. Interest on amount of the Securities shall accrue be October 15, 2007, and the Securities shall each bear interest at the rate of 8.6259 1/4% per annum and shall be payable semiannually in arrears on each May 15 and November 15, commencing November 15, 2024 to from the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue Closing Date or from the most recent date Interest Payment Date to which interest has been paid or, if no interest has been paid, from as the case may be, payable on April 1615, 2024. Interest 1998 and semiannually thereafter on October 15, and April 15, in each year, until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or duly provided for. The principal of (and of, premium, if any) , interest and Liquidated Damages, if any, on the U.S. Global Security shall be payable to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the U.S. Global Security represented thereby. The principal of, premium, if any, interest and Liquidated Damages, if any, on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by of the Company maintained for such purpose; provided, however, that, that at the option of the Company, payment of Company interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI Eleven. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and in the Securities. The Securities shall covenants and certain Events of Default thereunder may be subject to satisfaction and discharge defeased as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIFour.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional U.S.$102,900,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 2.5, 3.052.6, 3.062.7, 9.06 7.5, 9.8, 10.2 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.1412.3(e). The Securities shall be known and designated as the “8.625"5.75% Convertible Senior Secured Second Lien Subordinated Notes due 2032” June 15, 2008" of the Company. Their Stated Maturity for payment of principal shall be May June 15, 2032. Interest 2008 and they shall bear interest on the Securities shall accrue at the rate of 8.625% per annum and shall be their principal amount from December 20, 2002, payable semiannually in arrears on each May June 15 and November December 15 in each year, commencing June 15, commencing November 152003, 2024 at the rate of 5.75% per annum until the principal thereof is due and at the rate then in effect on any overdue principal and, to the Holders of record of Securities at the close of business extent permitted by law, on May 1 and November 1any overdue interest; provided, respectivelyhowever, immediately preceding such Interest Payment Date. Subject to that payments shall only be made on Business Days as provided in Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months1.12. The principal of (and of, premium, if any) , and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee as provided in the Borough form of ManhattanSecurities attached hereto as Exhibit A, The City and the Repurchase Price, whether payable in cash or in shares of New YorkCommon Stock, or shall be payable at such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by places as are identified in the Company for such purpose; provided, however, that, Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear provided in Article Nine and in the Security Register, or wire transfer or other electronic meansform of Securities attached hereto as Exhibit A. The Securities shall be convertible as provided in Article Ten (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be redeemable subordinated in right of payment to Senior Debt of the Company as provided in Article XI and in the SecuritiesEleven. The Securities shall be subject to satisfaction and discharge repurchase by the Company at the option of the Holders as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIITwelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 100,000,000 except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 2.5, 3.052.7, 3.062.9, 9.06 8.6, 9.15, 9.16 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.1410.8 hereof. The Securities shall be known and designated as the “8.625"8 3/4% Series A Senior Secured Second Lien Subordinated Notes due 2032” 2007" and the "8 3/4% Series B Senior Subordinated Notes due 2007" of the Company. Their Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities 2007, and they shall accrue bear interest at the rate of 8.6258 3/4% per annum and shall be payable semiannually in arrears on each from May 15 and November 1522, commencing November 151997, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidpayable semiannually on May 15 and November 15 in each year, from April 16commencing November 15, 2024. Interest on 1997, and at said Stated Maturity, until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or duly provided for. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, thatinterest may be paid, at the option of the Company, payment of interest may be made by check mailed to the address of the Person Persons entitled thereto at their respective addresses as shown on the Security Register or, upon application to the Trustee by any Holder of an aggregate principal amount of Securities in excess of $500,000 not later than the applicable Regular Record Date, by transfer to an account (such address shall appear transfer to be made only to a Holder of an aggregate principal amount of Securities in excess of $500,000) maintained by such Holder with a bank in the Security Register, or City of New York. No transfer will be made to any such account unless the Trustee has received written wire transfer or other electronic meansinstructions not less than 15 days prior to the relevant payment date. The Securities shall be redeemable as provided in Article XI and in the SecuritiesX hereof. The Securities shall be subject to satisfaction and discharge defeasance at the option of the Company as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance XI hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XIIXII hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 500,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 303, 3.05304, 3.06305, 9.06 306 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14906. The Initial Securities shall be known and designated as the “8.625"8 1/8% Senior Secured Second Lien Notes due 2032” 2009" and the Exchange Securities shall be known and designated as the "8 1/8% Series B Senior Notes due 2009" of the Company. Their Stated Maturity for payment of principal shall be May July 15, 2032. Interest on the Securities 2009, and they shall accrue bear interest at the rate of 8.6258 1/8% per annum and shall be payable semiannually (except as otherwise provided for in arrears on each May 15 and November 15the form of Security) from the Security Issue Date, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from or the most recent date Interest Payment Date to which interest has been paid oror duly provided for on a given Security or a Security surrendered in exchange for such Security, if no interest has been paidas the case may be, from April 16payable on January 15, 20242000 and semiannually thereafter on January 15 and July 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for. The initial Interest on Payment Date for any Security shall be the first January 15 or July 15 occurring after the Security Issue Date for such Security. The Initial Securities and the Exchange Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsrank pari passu. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, The City of New York, or at such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, payment of cash interest may be made paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register, or wire transfer or other electronic means. The Securities shall are not subject to redemption at the option of the Company. At the election of the Company, the entire indebtedness represented by the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be redeemable defeased as provided in Article XI and in the SecuritiesTwelve. The Securities shall will be subject to satisfaction senior unsecured obligations of the Company and discharge as provided will rank pari passu in Article IV right of payment with all existing and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIfuture unsubordinated indebtedness of the Company.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 100,000,000 in aggregate principal amount. Additional amount of Securities, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1011, 1014 or 11.08 or 1108; provided, however, that notwithstanding anything else stated herein the Company may issue up to an additional $25,000,000 in connection with an Offer aggregate principal amount of Securities (the "Additional Securities") initially to the Initial Purchasers (as defined in the Registration Rights Agreement) pursuant to Sections 10.13 or 10.14this Indenture on one occasion at any time through and including October 23, 1997 and such Additional Securities shall be treated as Securities for all purposes of this Indenture. The Securities shall be known and designated as the “8.625"8 1/2% Senior Secured Second Lien Notes due 2032” 2007" of the Company. Their The Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities shall accrue be October 1, 2007, and the Securities shall each bear interest at the rate of 8.6258 1/2% per annum and shall annum, as such interest rate may be payable semiannually adjusted as set forth in arrears on each May 15 and November 15the Securities, commencing November 15from September 30, 2024 to the Holders of record of Securities at the close of business on May 1 and November 11997, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue or from the most recent date Interest Payment Date to which interest has been paid or, if no interest has been paid, from payable semiannually on April 161 and October 1 in each year, 2024commencing April 1, 1998, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities will be exchangeable and transferable at the Corporate Trust Office an office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purposepurposes; provided, however, that, at the option of the Company, that payment of interest may be made at the option of the Company by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. For all purposes hereunder, or wire transfer or other electronic means. the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities shall be redeemable as provided rank pari passu in Article XI and in right of payment with the Series B Securities. The Securities shall be subject to satisfaction and discharge repurchase by the Company pursuant to an Offer as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIISection 1011.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 1,100,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14Section 10.10. The Securities shall be known and designated as the “8.6256.500% Senior Secured Second Lien Notes due 20322026” of the Company. Their Stated Maturity for payment of principal shall be May December 15, 20322026. Interest on the Securities shall accrue at the rate of 8.6256.500% per annum and shall be payable semiannually in arrears on each May June 15 and November December 15, commencing November June 15, 2024 2019 to the Holders of record of Securities at the close of business on May June 1 and November December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16September 22, 20242017. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount Principal Amount of Securities which that may be authenticated and delivered under this Indenture on the original Issue Date is limited to $600,000,000 principal amount. Additional 275,000,000 (subject to increase by up to $41,250,000 in the event the Underwriter exercises the over-allotment option granted to it in the Underwriting Agreement), except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 3.04, 3.05, 3.06, 9.06 9.06, 11.06 or 11.08 11.12. Following the original Issue Date, the Company shall be entitled to, without notice to or the consent of the Holders of Securities, issue, in connection an unlimited aggregate principal amount, additional Securities under this Indenture having the same terms as and ranking equally and ratably with an Offer pursuant the Securities issued on the original Issue Date in all respects, so that such additional Securities shall form a single series with, and shall have the same terms as to Sections 10.13 status, redemption or 10.14otherwise as, the Securities issued on the original Issue Date. Such additional Securities may have CUSIP numbers that are the same as or different from the Securities issued on the original Issue Date. The Securities shall be known and designated as the “8.6253.50% Senior Secured Second Lien Convertible Notes due 2032Due 2038” of the Company. Their Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities shall accrue at the rate of 8.625% per annum and The Principal Amount shall be payable semiannually in arrears on each May 15 and November 15, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsStated Maturity. The principal of (Principal Amount and premium, if any) and accrued interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, that at the option of the Company, payment of interest Company payments may be made by wire transfer or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in not have the Securitiesbenefit of a sinking fund. The Securities shall not be subject to satisfaction superior in right of payment to, and discharge as provided in Article IV shall rank pari passu with, all other unsecured and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIunsubordinated indebtedness of the Company.

Title and Terms. The aggregate principal amount of Securities Bonds which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be 5,000,000 except for Bonds authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, of other Securities Bonds pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 905 and 1108 hereof. Forthwith upon the execution and delivery of this Indenture, or 11.08 or in connection with an Offer pursuant from time to Sections 10.13 or 10.14time thereafter, Bonds up to a maximum aggregate principal amount of $5,000,000 may be executed by the Company and delivered to the Trustee for authentication, and shall thereupon be authenticated and delivered by the Trustee upon Company Order, without any further action by the Company. The Securities Bonds shall be known and designated as the “8.625"10% Senior Convertible Adjustable Secured Second Lien Notes due 2032” Bonds, Due 2000" of the Company. Their Stated Maturity for payment of principal shall be May 15_____________ , 2032. Interest on the Securities 2000 and they shall accrue bear interest at the rate of 8.625% per annum and shall be payable semiannually specified in arrears on each May 15 and November 15the title of the Bonds, commencing November 15from the Initial Interest Accrual Date, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from April 16payable annually on January 1 and July 1 in each year, 2024. Interest on commencing January 1, 1996, until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities Bonds shall be payable at the office or agency of the Company maintained for such purpose ("Place of Payment"), which may be at the Principal Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New YorkTrustee, or at such other location designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed and maintained pursuant to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic meansSection 1002. The Securities Bonds shall be redeemable as provided in Article XI and in the SecuritiesEleven. The Securities Bonds shall be subject subordinated in right of payment to satisfaction and discharge Senior Indebtedness of the Company as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance Twelve. The Bonds shall be convertible as provided in Article XIIThirteen. The Bonds shall be secured by the Collateral Stock as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 [ ] principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 3.06 or 9.06 [or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.1411.08]. The Securities shall be known and designated as the “8.625[ ]% Senior Secured Second Lien Subordinated Notes due 2032[ ]” of the Company. Their Stated Maturity for payment of principal shall be May 15, 2032[ ]. Interest on the Securities shall accrue at the rate of 8.625[ ]% per annum and shall be payable semiannually in arrears on each May 15 [ ] and November 15[ ], commencing November 15, 2024 [ ] to the Holders of record of Securities at the close of business on May 1 [ ] and November 1[ ], respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024[ ]. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article XIV. [The Securities shall be redeemable as provided in Article XI and in the Securities. .] [The Securities shall be subject to satisfaction Satisfaction and discharge Discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.]

Title and Terms. The aggregate principal amount of --------------- Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 300,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06 906 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.141108. The Securities shall be known and designated as the “8.625"___% Senior Secured Second Lien Notes due 2032” Due 2027" of the Company. Their Stated Maturity for payment of principal shall be May 15_______ __, 2032. Interest on the Securities 2027, and they shall accrue bear interest at the rate of 8.625% per annum and shall be payable semiannually in arrears on each May 15 and November 15of __% from _________, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue 199_ or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from April 16payable semiannually in arrears on _____________ and ____________ commencing _____________, 2024199_, until the principal thereof is paid or made available for payment. Interest on Payment of the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) , and interest on on, and the Redemption Price with respect to, the Securities shall (other than Global Securities) will be payable made at the Corporate Trust Office office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, The the City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose York and at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, that at the -------- ------- option of the Company, Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Payment of the principal of and premium, if any, and any interest on, and the Redemption Price with respect to, any Global Security will be made by transfer of immediately available funds to a bank account in the Borough of Manhattan, the City of New York designated by the Holder in such coin or wire transfer or other electronic meanscurrency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Securities shall be redeemable as provided in Article XI and in the SecuritiesXI. The Securities shall be subject to satisfaction Defeasance and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII. The initial Depositary for the Securities is The Depository Trust Company.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 85,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 906 or 11.08 1108 or in connection with an Offer to Purchase pursuant to Sections 10.13 Section 801, 1015 or 10.141017. The Securities shall be known and designated as the “8.625"11% Senior Secured Second Lien Notes due 2032” April 15, 2005" of the Company. Their Stated Maturity for payment of principal shall be May April 15, 2032. Interest on the Securities 2005 and they shall accrue bear interest at the rate of 8.62511% per annum and shall be payable semiannually in arrears on each May 15 and November 15annum, commencing November 15from August 7, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue 2000 or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from payable semi-annually on April 1615, 2024and October 15 commencing October 15, 2000 until the principal thereof is paid or made available for payment. Interest on In addition, (i) unless a Change of Control shall have occurred prior to October 15, 2001, the Holders of Outstanding Securities shall be computed on entitled to the basis distribution of their PRO RATA share of 5% (five percent) of the authorized Common Stock of the Company (rounded to the closest number of whole shares), and (ii) unless a Change of Control shall have occurred prior to October 15, 2002, the Holders of Outstanding Securities shall be entitled to the distribution of their PRO RATA share of a 360-day year comprised further 5% (five percent) of twelve 30-day monthsthe authorized Common Stock of the Company (rounded to the closest number of whole shares). The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office New York, maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; providedPROVIDED, howeverHOWEVER, that, that at the option of the Company, Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 801, or wire transfer or other electronic means1015 and 1017. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIEleven.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 525,000,000 principal amountamount of Initial Securities and up to $525,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.625% 7¾% Senior Secured Second Lien Subordinated Notes due 20322013” of the Company. Their Stated Maturity for payment of principal shall be May November 15, 20322013. Interest on the Securities shall accrue at the rate of 8.625% 7¾% per annum and shall be payable semiannually in arrears on each May 15 and November 15, commencing November May 15, 2024 2004 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest Interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16November 12, 20242003; provided, however, that interest on Additional Securities will accrue from their date of issuance. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 1,500,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14Section 10.10. The Securities shall be known and designated as the “8.6255.375% Senior Secured Second Lien Notes due 20322033” of the Company. Their Stated Maturity for payment of principal shall be May November 15, 20322033. Interest on the Securities shall accrue at the rate of 8.6255.375% per annum and shall be payable semiannually in arrears on each May 15 and November 15, commencing November May 15, 2024 2026, to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date, except that the last payment of interest will be made on November 15, 2033 to the Holders of record of Securities at the close of business on November 15, 2033. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16December 1, 20242025. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional Securities may be issuedissued in two or more series, authenticated a series of Initial Securities, a series of Exchange Securities and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration one or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14more series of Additional Securities. The Securities shall be known and designated as the “8.625"8 1/2% Senior Secured Second Lien Notes due 2032” 2013" of the Company. Their The Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities shall accrue be October 1, 2013, and the Securities shall each bear interest at the rate of 8.6258 1/2% per annum and shall be payable semiannually in arrears on each May 15 and November 15from September 22, commencing November 152003, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue or from the most recent date Interest Payment Date to which interest has been paid or, if no interest has been paid, from as the case may be, payable semiannually on April 161 and October 1, 2024in each year, commencing April 1, 2004, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any such other office or agency maintained by of the Company as may be maintained for such purpose; provided, however, that, that interest may be paid at the option of the Company, payment of interest may be made Company by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear in on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or wire transfer or other electronic meansin part, in the event of a Change in Control pursuant to Section 10.16. The Securities shall be redeemable as provided in Article XI Eleven and in the Securities. The At the election of the Company, the entire Indebtedness on the Securities shall or certain of the Company's obligations and covenants and certain Events of Default thereunder may be subject to satisfaction and discharge defeased as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIFour.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 800,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 9.05 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6256.625% Senior Secured Second Lien Notes due 20322029” of the Company. Their Stated Maturity for payment of principal shall be May June 15, 20322029. Interest on the Securities shall accrue at the rate of 8.6256.625% per annum and shall be payable semiannually in arrears on each May June 15 and November December 15, commencing November December 15, 2024 to the Holders of record of Securities at the close of business on May June 1 and November December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16June 7, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office of the Trustee in the Borough of Manhattan, The City of New York, located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, 69th Floor, New York, NY 10001, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 150,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04▇▇▇▇▇▇▇ ▇▇▇, 3.05▇▇▇, 3.06▇▇▇, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇. The Securities shall be known and designated as the “8.625"6 3/4% Senior Secured Second Lien Notes due 2032” 2008" of the CompanyIssuer. Their Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities 2008 and they shall accrue bear interest at the rate of 8.6256 3/4% per annum and shall be annum, from May 11, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually in arrears semi- annually on each May 15 and November 15, commencing November 15, 2024 to 1998, until the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been principal thereof is paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsor made available for payment. The principal of (and premium, if any) and interest inter est on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Issuer in the Borough of Manhattan, The City of New York, or such other designated corporate trust office New York, maintained by the Trustee for such purpose and at any other office or agency maintained by the Company Issuer for such purpose; provided, -------- however, that, that at the option of the Company, Issuer payment of interest may be made by ------- check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, or further, that all payments of the -------- ------- principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or other electronic meansits agent at least 10 Business Days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect of a Global Security will be made in accordance with the applicable procedures of the Depositary. The Securities shall be redeemable as provided in Article XI and in Eleven. The Securities shall not have the Securitiesbenefit of any sinking fund obligations. The Securities shall be subject to satisfaction and discharge defeasance at the option of the Issuer as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance Twelve. The Securities shall be Guaranteed by the Guarantor as provided in Article XIIThirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 850,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6255.75% Senior Secured Second Lien Notes due 20322024” of the Company. Their Stated Maturity for payment of principal shall be May November 15, 20322024. Interest on the Securities shall accrue at the rate of 8.6255.75% per annum and shall be payable semiannually in arrears on each May 15 and November 15, commencing November May 15, 2024 2014 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16March 26, 20242014. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amountunlimited. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14issued under this Indenture after the date hereof without the consent of Holders. The Initial Securities shall be known and designated as the “8.625"7% Series A Senior Secured Second Lien Notes Securities due 2032” 2013" of the Company. Their The Exchange Securities shall be known and designated as the "7% Series B Senior Securities due 2013" of the Company. The Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities shall accrue be April 15, 2013, and the Securities shall each bear interest at the rate of 8.6257% per annum and shall annum, as such interest rate may be payable semiannually adjusted as set forth in arrears on each May 15 and November 15, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue and the Registration Rights Agreement, from April 11, 2003 or from the most recent date Interest Payment Date to which interest has been paid or, if no interest has been paid, from as applicable, payable semiannually on April 1615 and October 15 in each year, 2024commencing October 15, 2003, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and extent lawful) or premium, if any) , shall be payable on demand. The principal of, premium, if any, and interest on on, the Securities shall be payable and the Securities shall be exchangeable and transferable at the Corporate Trust Office an office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or York maintained for such other designated purposes (which initially will be a corporate trust office maintained by of the Trustee for such purpose and located at any other office or agency maintained by the Company for such purpose; U.S. Bank National Association, c/o Corporate Trust Department, 18▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇, MN 55101), provided, however, that, at the option of the Company, that payment of interest may be made at the option of the Company by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. For all purposes hereunder, or wire transfer or other electronic meansthe Initial Securities and the Exchange Securities will be treated as one class and are together referred to as the "Securities." The Initial Securities rank pari passu in right of payment with the Exchange Securities. The Securities shall be redeemable as provided in Article XI and in the Securities. The At the election of the Company, the entire Debt on the Securities shall or certain of the Company's obligations and covenants and certain Events of Default thereunder may be subject to satisfaction and discharge defeased as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 750,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6258.375% Senior Secured Second Lien Subordinated Notes due 2032Due 2020” of the Company. Their Stated Maturity for payment of principal shall be May September 15, 20322020. Interest on the Securities shall accrue at the rate of 8.6258.375% per annum and shall be payable semiannually in arrears on each May March 15 and November September 15, commencing November March 15, 2024 2011 to the Holders of record of Securities at the close of business on May March 1 and November September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16October 26, 20242010. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 450,000,000 principal amountamount of Initial Securities and up to $450,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.133.15, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.625"10 3/4% Senior Secured Second Lien Notes due 2032” Due 2008" of the Company. Their Stated Maturity for payment of principal shall be May April 15, 20322008. Interest on the Securities shall accrue at the rate of 8.62510.75% per annum and shall be payable semiannually in arrears on each May April 15 and November October 15, commencing November October 15, 2024 2001, to the Holders of record of Securities at the close of business on May April 1 and November October 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest Interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16the Issue Date of such Securities; provided, 2024however, that interest on Additional Securities will accrue from their date of issuance. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 750,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14Section 10.10. The Securities shall be known and designated as the “8.6253.750% Senior Secured Second Lien Notes due 2032” of the Company. Their Stated Maturity for payment of principal shall be May January 15, 2032. Interest on the Securities shall accrue at the rate of 8.6253.750% per annum and shall be payable semiannually in arrears on each May January 15 and November July 15, commencing November January 15, 2024 2022 to the Holders of record of Securities at the close of business on May January 1 and November July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16August 13, 20242021. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 75,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.069.6, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.1411.8 and except that the Company may, if, when and as authorized by a Board Resolution, issue additional Securities under this Indenture of substantially the same tenor herein set forth, which additional securities shall be treated as Securities for all purposes of this Indenture. The Securities shall be known and designated as the “8.625"5.85% Senior Secured Second Lien Notes due 2032” 2014" of the Company. Their Stated Maturity for payment of principal shall be May April 15, 2032. Interest on the Securities 2014, and they shall accrue bear interest at the rate of 8.6255.85% per annum and shall be payable semiannually in arrears on each May 15 and November 15annum, commencing November 15from April 12, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue 2004 or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from payable semi-annually on April 1615 and October 15, 2024commencing October 15, 2004, until the principal thereof is paid or made available for payment. Interest on Payment of the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and of, premium, if any) , and interest on the Securities shall be payable made, subject to surrender of the Security in the case of payment of principal and premium, if any, at the Corporate Trust Office office or agency of the Trustee Company maintained for that purpose in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or in such other manner as may be mutually acceptable to the Company and the Trustee; PROVIDED, HOWEVER, upon written request by any Holder given to the Trustee not later than 15 days prior to the Stated Maturity of principal or interest, payment of principal or interest due at the Stated Maturity may be made, subject to surrender of the Security in the case of payment of principal, by wire transfer or other electronic meansin immediately available funds at such place and to such account as may be designated by the Person entitled thereto pursuant to Section 3.7. The Securities shall be redeemable as provided in Article XI and in the SecuritiesEleven. The Securities shall be subject to satisfaction rank PARI PASSU with other existing and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIfuture unsecured senior indebtedness of the Company.

Title and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. not limited. (b) The Securities shall be known and designated as the “8.625% 8⅛% Senior Secured Second Lien Notes due 20322018” of the Company. Their Stated Maturity for payment of principal shall be May 15March 30, 2032. Interest on the Securities 2018 and they shall accrue bear interest thereon at the a rate of 8.625% 8⅛% per annum and shall be payable semiannually in arrears on each May 15 and November 15, commencing November 15, 2024 cash semi-annually to the Holders Holder of record of Securities at the close of business on May 1 and November 1, respectively, the Regular Record Date immediately preceding such the applicable Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid orInterest Payment Date, if no interest has been paidcommencing on September 30, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 2010. (c) The principal amount of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office New York maintained by the Trustee for such purpose and or at any other office or agency maintained by the Company for such purpose; provided, however, that, that at the option of the Company, Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or . If a Holder has given wire transfer instructions to the Company at least three days prior to the applicable Interest Payment Date, the Company, through the paying agent or other electronic means. otherwise, will pay all principal, interest and premium, if any, on that Holder’s Securities in accordance with those instructions. (d) The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in any Securities that are held by Participants through Euroclear or Clearstream. (e) The Securities shall be subject to repurchase by the Company pursuant to a Change of Control Offer as provided in Section 10.09. (f) The Securities shall be redeemable as provided in Article XI and in the Securities. XI. (g) The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance at the option of the Company as provided in Article XII. (h) Additional Securities ranking pari passu with the Securities issued the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture; and in connection with such issuance of Additional Securities, the Company shall deliver to the Trustee (and the Trustee shall be fully protected in relying upon), an Opinion of Counsel stating that all conditions precedent to the issuance and authentication of the Additional Securities have been complied with, and that such Additional Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors' rights and by general principles of equity.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 475,000,000 principal amount. Additional face amount of Initial Securities may be issuedand up to $475,000,000 principal face amount of Securities exchanged therefor in accordance with the Registration Rights Agreement, authenticated and delivered pursuant to Section 3.13, and except for Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 11.8 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.625"9 1/4% Senior Secured Second Lien Notes due 2032” 2007" of the Company. Their Stated Maturity for payment of principal shall be May 15November 1, 20322007. Interest on the Securities shall accrue at the rate of 8.6259 1/4% per annum and shall be payable semiannually in arrears semi-annually on each May 15 1 and November 151, commencing November 15May 1, 2024 1998, to the Holders of record of Securities at the close of business on May 1 the April 15 and November 1, respectively, October 15 immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest Interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024the Issue Date of such Securities. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New York, or such other designated corporate trust office York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, -------- ------- that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company may be required to make a Change of Control Offer as provided in Section 10.13, or wire transfer or other electronic meansan Asset Sale Offer as provided in Section 10.14. The Securities shall be redeemable as provided in Article XI II and in the SecuritiesArticle XI. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 1,000,000,000 principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.6254.625% Senior Secured Second Lien Notes due 20322023” of the Company. Their Stated Maturity for payment of principal shall be May July 15, 20322023. Interest on the Securities shall accrue at the rate of 8.6254.625% per annum and shall be payable semiannually in arrears on each May January 15 and November July 15, commencing November July 15, 2024 2015 to the Holders of record of Securities at the close of business on May January 1 and November July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16March 26, 20242015. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional the aggregate liquidation preference of the Exchange Preferred Stock, plus accumulated and unpaid dividends on the date of exchange of the Exchange Preferred Stock, into Securities may be issued(plus any additional Securities issued in lieu of cash interest as described herein) and will mature on June 1, authenticated and delivered pursuant to Section 3.132010, and except for Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 303, 3.05304, 3.06305, 9.06 306, 307, 308, 906, 1012, 1014 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.141108. The Securities shall be known and designated as the “8.625"13 1/2% Senior Secured Second Lien Notes Subordinated Debentures due 2032” 2010" of the Company. Their The Stated Maturity for payment of principal the Securities shall be June 1, 2010, and the Securities shall each bear interest at the rate of 13 1/2% per annum, and will be payable on June 1 and December 1 of each year, commencing on the first such date after the issuance date of the Securities, to Holders of record on the immediately preceding May 15 and November 15. Interest payable on or prior to June 1, 20322003 may be paid in the form of additional Securities valued at the principal amount thereof. Interest on the Securities shall accrue at the rate of 8.625% per annum and shall be payable semiannually in arrears on each May 15 and November 15, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on date of issuance of the basis of a 360-day year comprised of twelve 30-day monthsSecurities. The principal of (and of, premium, if any) , and interest on and Liquidated Damages, if any, on, the Securities shall be payable at an office or agency of the Corporate Trust Office Company in The City of San Francisco maintained for such purposes (which initially will be a corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose and located at any other office or agency maintained by the Company for such purpose______________________________________); provided, however, that, at the option of the Company, that payment of interest may be made at the option of the Company by check mailed to the address addresses of the Person Persons entitled thereto as such address shall appear in shown on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or wire transfer or other electronic meansin part, in the event of a Change of Control pursuant to Section 1014. The Securities shall be redeemable as provided in Article XI Eleven and in the Securities. The At the election of the Company, the entire Indebtedness on the Securities shall or certain of the Company's obligations and covenants and certain Events of Default thereunder may be subject to satisfaction and discharge defeased as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIFour.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on will be U.S.$750,000,000. The Company may from time to time, without the Issue Date is limited to $600,000,000 principal amountconsent of the Holders of the Securities, create and issue additional Securities having the same terms and conditions as the Securities in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Securities may issued in this manner shall be issued, authenticated consolidated with and delivered pursuant to Section 3.13, and shall form a single series with the previously outstanding Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14for all purposes hereof. The Securities shall be known and designated as the “8.6257.25% Senior Secured Second Lien Notes due 2032April 5, 2041” of the Company. Their The Stated Maturity for payment of principal shall be May 15, 2032. Interest on the Securities shall accrue be April 5, 2041. The Securities shall bear interest at the rate of 8.6257.25% per annum and shall be payable semiannually in arrears on each May 15 and November 15annum, commencing November 15from April 5, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue 2011 or from the most recent date Interest Payment Date thereafter to which interest has been paid oror duly provided for, as the case may be, payable semi-annually in arrears on April 5 and October 5, commencing October 5, 2011, until the principal thereof is paid or made available for payment. In the case of a default in payment of principal and premium, if no any, upon acceleration or redemption, interest has been paid(and Additional Amounts, from April 16, 2024. Interest on the Securities if any) shall be computed payable pursuant to the second paragraph of this Section 3.1 on the basis of a 360-day year comprised of twelve 30-day months. The such overdue principal of (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate per annum stated in the form of security contained herein plus 1% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date such principal and/or premium, as the case may be, was due and payable to the date payment of such interest (and Additional Amounts, if any) has been made or duly provided for, and such interest on unpaid interest shall also be payable on demand. The principal of and premium, if any, and interest on the Securities shall be payable at the Corporate Trust Office Office, the office of the Trustee in the Borough of Manhattan, The City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose Paying Agents and at any other office or agency maintained by the Company for such purpose; provided, however, that, that at the option of the CompanyCompany upon five (5) Business Days notice to the applicable Paying Agent, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable or repurchasable as provided in Article XI and in 11. The Securities shall not have the Securitiesbenefit of any sinking fund obligations. The Securities shall be subject to satisfaction and discharge defeasance at the option of the Company as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII12. Unless the context otherwise requires, the Securities shall constitute one series for all purposes under this Indenture, including, without limitation, amendments, waivers or redemptions.

Title and Terms. The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 325,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 307, 308, 906, 1012, 1013 or 11.08 or in connection with an Offer 1108, pursuant to Sections 10.13 an Exchange Offer or 10.14pursuant to Section 312. The Company may also issue up to $75,000,000 aggregate principal amount of additional Securities having identical terms and conditions to the Initial Securities, subject to compliance with the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the “8.625"9 1/4% Senior Secured Second Lien Subordinated Notes due 2032” of 2008" and the Company. Exchange Securities shall be known and designated as the "9 1/4% Exchange Senior Subordinated Notes due 2008." Their Stated Maturity for payment of principal shall be May 15June 1, 2032. Interest on the Securities 2008, and they shall accrue bear interest at the rate of 8.6259 1/4% per annum and shall be from May 29, 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on June 1 and December 1 in each May 15 and November 15year, commencing November 15December 1, 2024 1998, until the principal thereof is paid or duly provided for, to the Holders of record of Securities Person in whose name the Security (or any predecessor Security) is registered at the close of business on the May 1 and 15 or November 1, respectively, immediately 15 next preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) , and interest on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable, at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The City of New YorkYork maintained for such purposes, or such other designated corporate trust (which initially shall be the office maintained by of the Trustee for such purpose and located at any other office or agency maintained by the Company for such purpose; providedOne ▇▇▇▇▇▇▇ ▇▇▇▇▇, however▇▇▇▇ ▇▇▇▇▇, that▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇06) or, at the option of the Company, payment of interest may be made paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register; provided, or however, that all payments with respect to the U.S. Global Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other electronic meansPaying Agent) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Initial Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIXI.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 principal amount. Additional 150,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 906 or 11.08 1108 or in connection with an Offer to Purchase pursuant to Sections 10.13 Section 1014 or 10.141017. The Securities shall be known and designated as the “8.625"___% Senior Secured Second Lien Subordinated Notes due 2032” 2006" of the Company. Their Stated Maturity for payment of principal shall be May December 15, 2032. Interest on the Securities 2006 and they shall accrue bear interest at the rate of 8.625___% per annum and shall be payable semiannually in arrears on each May 15 and November 15annum, commencing November 15from December __, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue 1996 or from the most recent date Interest Payment Date to which interest has been paid oror duly provided for, if no interest has been paidas the case may be, from April 16payable semi-annually on June 15 and December 15, 2024. Interest on commencing June 15, 1997, until the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsprincipal thereof is paid or made available for payment. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company maintained for such purpose in the Borough of Manhattan, The City of New York, or such other designated corporate trust office New York maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, that at the option of the Company, Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security RegisterRegister and provided, further, that upon the written request of any Holder to the Company or a Paying Agent not later than the 10th Business Day immediately preceding the relevant payment date, such Holder may receive payment of the principal of (and premium, if any) or interest on such Holder's Security by wire transfer or other electronic meansto the account specified by such Holder in such request. Unless such designation is revoked, any such designation made by a Holder with respect to its Security will remain in effect with respect to future payments with respect to such Security payable to such Holder. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1014 and 1017. The Securities shall be redeemable as provided in Article XI and Eleven. The Securities shall be subordinated in right of payment to Senior Debt of the SecuritiesCompany as provided in Article Twelve. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article Thirteen. The Subsidiary Guarantees shall be subordinated in right of payment to Senior Guarantees of the Subsidiary Guarantors as provided in Article Fourteen. The Securities shall be subject to satisfaction and discharge defeasance at the option of the Company as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIFifteen.

Title and Terms. There is hereby created a series of Securities designated as the "7.35% Notes Due September 15, 2005" of the Company. The stated maturity of the Designated Securities shall be September 15, 2005, on which date all principal of the Designated Securities shall become payable. The Designated Securities shall bear interest at the rate of 7.35% per annum from September 15, 1995. Interest on the Designated Securities shall be payable semiannually on March 15 and September 15 of each year, commencing March 15, 1996, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Persons in whose names the Designated Securities are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Designated Securities which may be authenticated and delivered under this First Supplemental Indenture on the Issue Date is shall be limited to $600,000,000 principal amount. Additional 100,000,000, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Sections 3.04Section 304, 3.05305, 3.06306, 9.06 906 or 11.08 or in connection with an Offer 1107 of the Indenture and except for any Securities which, pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.625% Senior Secured Second Lien Notes due 2032” Section 303 of the Company. Their Stated Maturity for payment of principal shall be May 15Indenture, 2032. Interest on are deemed never to have been authenticated and delivered hereunder and under the Securities shall accrue at the rate of 8.625% per annum and shall be payable semiannually in arrears on each May 15 and November 15, commencing November 15, 2024 to the Holders of record of Securities at the close of business on May 1 and November 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day monthsIndenture. The principal of (and premium, if any) and interest on the Designated Securities shall be payable at the Corporate Trust Office office or agency of the Trustee Company in the Borough of Manhattan, The the City of New York, or such other designated corporate trust office maintained by the Trustee for such purpose purpose, and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or wire transfer or other electronic means. The Securities shall be redeemable as provided in Article XI and in the Securities. The Designated Securities shall be subject to satisfaction both Defeasance and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XIIThirteen of the Indenture. The Designated Securities shall be issued in the form of one or more Global Securities, and The Depository Trust Company shall act as Depositary in respect thereof. The Designated Securities may not be redeemed and shall not be subject to any sinking fund.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $600,000,000 200,000,000 principal amount. Additional , of which $130,000,000 will be issued on the Issue Date, except for Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04Section 3.4, 3.053.5, 3.063.6, 9.06 9.6 or 11.08 11.8 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.625"9 3/4% Senior Secured Second Lien Subordinated Notes due 2032” 2009" of the Company. Their Stated Maturity for payment of principal shall be May January 15, 20322009. Interest on the Securities shall accrue at the rate of 8.6259 3/4% per annum and shall be payable semiannually in arrears semi-annually on each May January 15 and November July 15, commencing November July 15, 2024 1999, to the Holders of record of Securities at the close of business on May the January 1 and November July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest Interest on the Securities shall will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 16, 2024the Issue Date of such Securities. Interest on the Securities shall will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the Corporate Trust Office office or agency of the Trustee in the Borough of Manhattan, The City of New York, York or such other designated corporate trust office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company may be required to make a Change of Control Offer as provided in Section 10.13, or wire transfer or other electronic meansan Asset Sale Offer as provided in Section 10.14. -39- 49 The Securities shall be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to satisfaction and discharge as provided in Article IV and to Legal Defeasance and/or Covenant Defeasance as provided in Article XII.