Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000, except for Securities authenti cated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). The Securities shall be known and designated as the "4-1/2% Convertible Subordinated Debentures due October 1, 2000" of the Company. Their Stated Maturity shall be October 1, 2000 and they shall bear interest on their principal amount from October 5, 1995, payable semi- annually in arrears on April 1 and October 1 in each year, commencing April 1, 1996, at the rate of 4-1/2% per annum until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms of Securities and coupon set forth in Sections 2.2 and 2.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms of Securities set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $125,000,000 (plus, in the event that the Initial Purchasers exercise their option to purchase up to $25,000,000 additional principal amount of Securities pursuant to Section 2 of the Purchase Agreement, such additional principal amount of Securities purchased by the Initial Purchasers, which shall not exceed $25,000,000), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/24.25% Convertible Subordinated Debentures Senior Notes due October June 1, 20002007" of the Company. Their Stated Maturity shall be October June 1, 2000 2007 and they shall bear interest on their principal amount from October 5May 21, 19952002, payable semi- semi-annually in arrears on April June 1 and October December 1 in each year, commencing April December 1, 19962002, at the rate of 4-1/24.25% per annum until the principal thereof is due and at the rate of 4-1/24.25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October June 1, 19982005, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness have endorsed thereon, and the Holders of the Company Securities shall have the benefit of, the Guarantees as provided in Article ThirteenXIII. -40- The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $350,000,000 (or $400,000,000 if the option set forth in Section 2 of the Purchase Agreement is exercised in full (the " Initial Purchaser's Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/2% Zero Coupon Convertible Subordinated Debentures Senior Notes due October 1June 15, 20002008" of the Company. Their Stated Maturity shall be October 1June 15, 2000 2008 and they shall not bear interest on their principal amount from October 5, 1995, payable semi- annually in arrears on April 1 and October 1 in each year, commencing April 1, 1996, at the rate of 4-1/2% per annum until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest Liquidated Damages on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities shall be redeemable at are entitled to the option benefits of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, a Registration Rights Agreement as provided in Article Eleven Section 10.11 and in the forms form of Securities Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000an amount not to exceed $243,800,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). previously authenticated and delivered under this Indenture. (1) The Securities shall be known and designated as the "4-1/2[ ]% Convertible Subordinated Debentures Notes due October 1May [ ], 20002007" of the Company. Their Stated Maturity shall be October 1May [ ], 2000 and they shall bear interest on their principal amount from October 5May [ ], 19952000, payable semi- semi-annually in arrears on April 1 May [ ] and October 1 November [ ] in each year, commencing April 1November [ ], 19962000, at the rate of 4-1/2% [ ] per annum until the principal thereof is due and at the rate of 4-1/2% [ ] per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (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 at any time on or after October 1, 1998the third Business Day after [ ], in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $250,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/2% Convertible Subordinated Debentures Notes due October 1June 15, 20002005" of the Company. Their Stated Maturity shall be October 1June 15, 2000 2005 and they shall bear interest on their principal amount from October 5June 12, 19951998, payable semi- semi-annually in arrears on April 1 June 15 and October 1 December 15 in each year, commencing April 1December 15, 19961998, at the rate of 4-1/2% per annum until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1June 20, 19982001, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$400,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f14.3(f). The Securities shall be known and designated as the "4-1/27% Convertible Subordinated Debentures Notes due October August 1, 20002004" of the Company. Their Stated Maturity shall be October August 1, 2000 2004 and they shall bear interest on their principal amount from October 5August 12, 19951997, payable semi- semi-annually in arrears on April February 1 and October August 1 in each year, commencing April February 1, 19961998, at the rate of 4-1/27% per annum until the principal thereof is due and at the rate of 4-1/27% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Sections 2.2 and 10.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided by Section 10.12. The Securities shall be redeemable at the option of the Company at any time on or after October August 1, 19982000, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms form of Securities set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000, $160,000,000 except for Securities authenti cated authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 3.7, 9.6, 10.15, 10.16 or 11.8 or 14.2(f)hereof. The Securities shall be known and designated as the "4-1/29 3/4% Convertible Senior Subordinated Debentures due October 1, 2000Notes Due 2006" of the Company. Their Stated Maturity shall be October 1, 2000 2006, and they shall bear interest on their principal amount at the rate of 9.75% per annum from October 5September 26, 19951996, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi- annually in arrears semiannually on April 1 and October 1 in each year, commencing April 1, 19961997, and at the rate of 4-1/2% per annum said Stated Maturity, until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as paid or duly provided in Section 1.12for. The principal of, of (and premium, if any, on) 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 provided may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register, or (ii) with respect to any Holder owning Securities in the forms principal amount of Securities $500,000 or more, by wire transfer to 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 coupon set forth in Sections 2.2 and 2.3 (any city in specifying the account to which any Paying Agent transfer is located being herein called a "Place of Payment")requested. The Securities shall be redeemable as provided in Article XI hereof. The Securities shall be subject to defeasance at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms of Securities set forth in Section 2.2XII hereof. The Securities shall be convertible guaranteed by the Subsidiary Guarantors as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion")XIII hereof. The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $150,000,000 (or U.S.$200,000,000 if the Over-allotment Option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.5, 3.6, 3.8, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/27.50% Convertible Subordinated Debentures Notes due October 1, 20002007" of the Company. Their Stated Maturity shall be October 1June 15, 2000 2007 and they shall bear interest on their principal amount from October 5June 28, 19952000, payable semi- semi-annually in arrears on April 1 June 15 and October 1 December 15 in each year, commencing April 1December 15, 19962000, at the rate of 4-1/27.50 % per annum until the principal thereof is due and at the rate of 4-1/27.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock that have been registered under the Securities Act, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time on or after October 1the third Business Day after June 15, 19982004, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $600,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). previously authenticated and delivered under this Indenture The Securities shall be known and designated as the "4-1/22% Convertible Subordinated Debentures Notes due October June 1, 20002008" of the Company. Their Stated Maturity shall be October June 1, 2000 2008 and they shall bear interest on their principal amount from October 5May 30, 19952001, payable semi- semi-annually in arrears on April June 1 and October December 1 in each year, commencing April December 1, 19962001, at the rate of 4-1/22.00% per annum until the principal thereof is due and at the rate of 4-1/22.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in Ordinary Shares, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October June 1, 19982006, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000the sum of (a) $87,500,000 and (b) such aggregate principal amount (which may not exceed $10,500,000 aggregate principal amount) of Securities, if any, as shall be purchased by the Initial Purchasers at the "Second Closing Time" (as defined in the Purchase Agreement) pursuant to and in accordance with the terms and provisions of the Purchase Agreement, dated December 11, 1996 (the "Purchase Agreement"), between the Company and each Initial Purchaser, except for Securities authenti cated authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.4304, 3.5305, 3.6306, 11.8 906, 1108, 1205 or 14.2(f)1301. The Securities shall be known and designated as the "4-1/26% Convertible Subordinated Debentures Notes due October 1, 20002003" of the Company. Their Stated Maturity shall be October 1December 15, 2000 2003 and they shall bear interest on their principal amount from October 5, 1995, payable semi- annually in arrears on April 1 and October 1 in each year, commencing April 1, 1996, at the rate of 4-1/26% per annum annum, from December 17, 1996 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually in arrears on June 15 and December 15, commencing June 15, 1997, until the principal thereof is due due, and at the rate of 4-1/26% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in Section 1.12. The principal of, of (and premium, if any, ) and interest on the Securities shall be payable as in the manner provided in the forms form of Securities and coupon set forth in Section 202 and at the office or agency of the Company in New York, New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose. The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Sections 2.2 203 and 2.3 (any city in which any Paying Agent is located being herein called a "Place 1007. The Securities are entitled to the payment of Payment")Liquidated Damages as provided by Section 1007. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to repurchase at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, Holders as provided in Article Eleven and in the forms of Securities set forth in Section 2.2Twelve. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion")Thirteen. The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article ThirteenFourteen. Section 302. Denominations. The Securities shall be subject to repurchase by the Company at the option issuable only in registered form without coupons and only in denominations of the Holders as provided in Article Fourteen$1,000 and any integral multiple thereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $250,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.7, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/25% Convertible Subordinated Debentures Notes due October 1March 15, 20002006" of the Company. Their Stated Maturity shall be October 1March 15, 2000 2006 and they shall bear interest on their principal amount from October 5March 3, 19951999, payable semi- semi-annually in arrears on April 1 March 15 and October 1 September 15 in each year, commencing April 1September 15, 19961999, at the rate of 4-1/25.0% per annum until the principal thereof is due and at the rate of 4-1/27.0% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Offer to Purchase given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1June 20, 19982001, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $100,000,000, except for Securities authenti cated authenticated and delivered pursuant to Sections 3.4, 3.5, 3.6, 8.5, 12.2, 13.3(6) or 13.6 in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/2“3% Convertible Subordinated Debentures Senior Notes due October 1June 15, 2000" 2024” of the Company. Their Stated Maturity shall be October 1June 15, 2000 2024 and they shall bear interest on their principal amount from October 5June 7, 19952004, payable semi- semi-annually in arrears on April 1 June 15 and October 1 December 15 in each year, commencing April 1December 15, 19962004, at the rate of 4-1/23% per annum until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, of and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "“Place of Payment"”). The Registrable Securities shall be are entitled to the benefits of a Registration Rights Agreement as provided in Section 10.11 and in the form of Security set forth in Section 2.2. Holders of the Securities are entitled to the payment of Additional Interest as provided by Section 10.11 and in the form of security set forth in Section 2.2. The Securities are redeemable at the option of the Company at any time on or after October 1June 15, 19982009, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders on June 15, of each of 2011, 2014 and 2019, as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000, except for Securities authenti cated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)unlimited. The Securities shall be known and designated as the "4-1/25 1/4% Convertible Subordinated Debentures Notes due October 1, 20002006" of the Company. Their Stated Maturity shall be October 1November 15, 2000 2006 and they shall bear interest on their principal amount from October 5November 10, 19951999, payable semi- semi-annually in arrears on April 1 May 15 and October 1 November 15 in each year, commencing April 1May 15, 19962000, at the rate of 4-1/25 1/4% per annum until the principal thereof is due and at the rate of 4-1/27 1/4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.121.13. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time on or after October 1November 19, 19982002, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXII. The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in Article XIII. The Securities shall be convertible as provided in Article XIV (any city in which any Conversion Agent is located being herein called a "Place of Conversion").

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$140,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f14.2(e). The Securities shall be known and designated as the "4-1/25% Convertible Subordinated Debentures Notes due October 1, 20002002" of the CompanyIssuer. Their Stated Maturity shall be October August 1, 2000 2002 and they shall bear interest on their principal amount from October 5July 31, 19951997, payable semi- semi-annually in arrears on April February 1 and October August 1 in each year, commencing April February 1, 19961998, at the rate of 4-1/25% per annum (together with any Additional Amounts and Liquidated Damages the Issuer may be required to pay) until the principal thereof is due due, and at the rate of 4-1/25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon Security set forth in Sections Section 2.2 and 2.3 the Repurchase Price shall be payable at such places as are identified in the Issuer Notice given pursuant to Section 15.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998Issuer, in whole or in part, and at the Company's option of the Issuer or otherwise in the event of certain developments, including including, developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company Issuer as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company Issuer at the option of the Holders as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $115,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.7, 12.2 or 15.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). previously authenticated and delivered under this Indenture. (1) The Securities shall be known and designated as the "4-1/25.25% Convertible Subordinated Debentures Notes due October 1November 15, 20002006" of the Company. Their Stated Maturity shall be October 1November 15, 2000 2006 and they shall bear interest on their principal amount from October 5November 13, 19952001, payable semi- semi-annually in arrears on April 1 May 15 and October 1 November 15 in each year, commencing April 1May 15, 19962002, at the rate of 4-1/25.25% per annum until the principal thereof is due and at the rate of 4-1/25.25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 15.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1November 15, 19982004, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$150,000,000, except for Securities authenti authenti- cated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f). The Securities shall be known and designated as the "4-1/2% Convertible Subordinated Debentures Notes due October June 1, 20002001" of the Company. Their Stated Maturity shall be October June 1, 2000 2001 and they shall bear interest on their principal amount from October June 5, 19951996, payable semi- semi-annually in arrears on April June 1 and October December 1 in each year, commencing April December 1, 1996, at the rate of 4-1/2% per annum until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms of Securities and coupon set forth in Sections 2.2 and 2.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided by Section 10.12. The Securities shall be redeemable at the option of the Company at any time on or after October June 1, 19981999, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms of Securities set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$400,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f14.3(f). The Securities shall be known and designated as the "4-1/27% Convertible Subordinated Debentures Notes due October August 1, 20002004" of the Company. Their Stated Maturity shall be October August 1, 2000 2004 and they shall bear interest on their principal amount from October 5August 12, 19951997, payable semi- semi-annually in arrears on April February 1 and October August 1 in each year, commencing April February 1, 19961998, at the rate of 4-1/27% per annum until the principal thereof is due and at the rate of 4-1/27% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in Alcatel ADSs, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Sections 2.2 and 10.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided by Section 10.12. The Securities shall be redeemable at the option of the Company at any time on or after October August 1, 19982000, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms form of Securities set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $450,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.6 in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/2“0.50% Convertible Subordinated Debentures Senior Notes, Series B due October 1February 15, 2000" 2034” of the Company. Their Stated Maturity shall be October 1February 15, 2000 2034 and they shall bear interest on their principal amount from October 5February 15, 19952005, payable semi- semi-annually in arrears on April 1 February 15 and October 1 August 15 in each year, commencing April 1August 15, 19962005, at the rate of 4-1/20.50% per annum until the principal thereof is due and at the rate of 4-1/20.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.2 (any city in which any Paying Agent is located being herein called a "“Place of Payment"”). The Securities shall be are redeemable at the option of the Company at any time on or after October 1February 20, 19982011, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders on each February 15, of each of 2011, 2014, 2019, 2024 and 2029, as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$100,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f14.2(e). The Securities shall be known and designated as the "4-1/25% Convertible Subordinated Debentures Notes due October 1, 20002002" of the Company. Their Stated Maturity shall be October 1, 2000 2002 and they shall bear interest on their principal amount from October 5September 16, 19951997, payable semi- semi-annually in arrears on April 1 and October 1 in each year, commencing April 1, 19961998, at the rate of 4-1/25% per annum (together with any Additional Amounts and Additional Interest the Company may be required to pay) until the principal thereof is due due, and at the rate of 4-1/25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon Security set forth in Sections Section 2.2 and 2.3 the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 15.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998Company, in whole or in part, and at the Company's option of the Company or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirementstaxes, as provided in Article Eleven and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is initially limited to U.S.$300,000,000U.S.$100,000,000 (or such greater amount necessary to reflect (i) exercise of the Initial Purchaser's over-allotment option in compliance with the Purchase Agreement and/or (ii) the issuance of Additional Securities in an aggregate principal amount of up to $35,000,000, in which case the maximum aggregate principal amount of the Securities shall be $150,000,000), except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.42.5, 3.52.6, 3.62.7, 11.8 7.5, 9.8, 10.2 or 14.2(f12.3(e). The Securities shall be known and designated as the "4-1/25% Convertible Subordinated Debentures Notes due October 1November 15, 20002005" of the Company. Their Stated Maturity shall be October 1November 15, 2000 2005 and they shall bear interest on their principal amount from October 5November 19, 19952001, payable semi- annually semiannually in arrears on April 1 May 15 and October 1 November 15 in each year, commencing April 1May 15, 19962002, at the rate of 4-1/25% per annum until the principal thereof is due and at the rate of 4-1/2% per annum then in effect on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities attached hereto as Exhibit A, and coupon set forth the Repurchase Price, whether payable in Sections 2.2 and 2.3 cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "Place of PaymentPLACE OF PAYMENT"). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven Nine and in the forms form of Securities set forth in Section 2.2. attached hereto as Exhibit A. The Securities shall be convertible as provided in Article Twelve Ten (any city in which any Conversion Agent is located being herein called a "Place of ConversionPLACE OF CONVERSION"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenEleven. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenTwelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $100,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.3 or 13.9 in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/25.25% Convertible Subordinated Senior Debentures due October 1August 15, 20002033" of the Company. Their Stated Maturity shall be October 1August 15, 2000 2033 and they shall bear interest on their principal amount from October 5August 11, 19952003, payable semi- semi-annually in arrears on April 1 February 15 and October 1 August 15 in each year, commencing April 1February 15, 19962004, at the rate of 4-1/25.25% per annum until the principal thereof is due and at the rate of 4-1/25.25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon Security set forth in Section 2.2, and the Repurchase Price and the Change in Control Repurchase Price, whether payable in cash or in shares of Common Stock or a combination thereof, shall be payable at such places as are identified in the notice given by the Company pursuant to Sections 2.2 13.2 and 2.3 13.6, respectively (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.7 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.7. At any time on or after August 15, 2008, the Securities shall be redeemable at subject to redemption by the option of the Company at any time after October 1, 1998Company, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000, except for Securities authenti cated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)unlimited. The Securities shall be known and designated as the "4-1/2[ ]% Convertible Subordinated Debentures Notes due October 1, 20002006" of the Company. Their Stated Maturity shall be October 1[ ], 2000 2006 and they shall bear interest on their principal amount from October 5[ ], 19951999, payable semi- semi-annually in arrears on April 1 [ ] and October 1 [ ] in each year, commencing April 1[ ], 19962000, at the rate of 4-1/2[ ]% per annum until the principal thereof is due and at the rate of 4-1/2[ ]% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.121.13. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time on or after October 1, 1998[ ] 2002, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXII. The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in Article XIII. The Securities shall be convertible as provided in Article XIV (any city in which any Conversion Agent is located being herein called a "Place of Conversion").

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $400,000,000 (or $500,000,000 if the Over-allotment Option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/24.75% Convertible Subordinated Debentures Notes due October July 1, 20002007" of the Company. Their Stated Maturity shall be October July 1, 2000 2007 and they shall bear interest on their principal amount from October 5July 3, 19952000, payable semi- semi-annually in arrears on April July 1 and October January 1 in each year, commencing April January 1, 19962001, at the rate of 4-1/24.75% per annum until the principal thereof is due and at the rate of 4-1/24.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October July 1, 19982003, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000$250,000,000, except for Securities authenti cated authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.4304, 3.5305, 3.6306, 11.8 906, 1010, 1018 or 14.2(f)1108. The Securities shall be known and designated as the "4-1/210 7/8% Convertible Subordinated Debentures due October 1, 2000Series B Senior Notes Due 2007" of the Company. Their Stated Maturity shall be October April 1, 2000 2007, and they shall bear interest on their principal amount at the rate of 10 7/8% per annum from October 5March 31, 19951997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi- annually in arrears on October 1, 1997 and semiannually thereafter on April 1 and October 1 1, in each yearyear and at said Stated Maturity, commencing April 1, 1996, at the rate of 4-1/2% per annum until the principal thereof is due and at paid or duly provided for. Interest will be computed on the rate basis of 4a 360-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in Section 1.12day year comprised of twelve 30-day months. The principal Principal of, premium, if any, and interest on the Securities will be payable, and the Securities may be exchanged or transferred, at the office or agency of the Company in The City of New York, which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall be payable as provided in appear on the forms of Securities and coupon set forth in Sections 2.2 and 2.3 (any city in which any Paying Agent is located being herein called a "Place of Payment")Security Register. The Securities shall be redeemable at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven Eleven. At the election of the Company, the entire Debt on the Securities or certain of the Company's obligations and in the forms covenants and certain Events of Securities set forth in Section 2.2. The Securities shall Default thereunder may be convertible defeased as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion")Twelve. The Securities shall will be subordinated senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured Debt of the Company, and will be senior in right of payment to Senior Indebtedness all existing and future Subordinated Debt of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenCompany.

Title and Terms. (a) The aggregate principal amount Initial Principal Amount of Securities which that may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $330.0 million, except for Securities authenti cated authenticated and delivered pursuant to Section 3.5, 3.6, 3.7, 8.5, 12.5 or 12.6 in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). previously authenticated and delivered under this Indenture. (b) The Securities shall be known and designated as the "4-1/23.50% Convertible Subordinated Debentures due October 1September 30, 20002035" of the Company. Their Stated Maturity shall be October 1September 30, 2000 2035 and they shall bear interest Regular Interest on their principal amount from October 5August 15, 19952005 through September 29, payable semi- annually 2010; provided that the Securities will cease to accrue Regular Interest as of September 30, 2010. (c) Commencing on or after September 30, 2010, Contingent Interest shall be paid, if applicable, in arrears on April 1 and October 1 accordance with Section 3.9 below. (d) Commencing September 30, 2010, the Accreted Principal Amount shall increase in each year, commencing April 1, 1996, at the rate of 4-1/2% per annum until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in accordance with Section 1.12. 3.10 below. (e) The principal of, premium, if any, amount of and interest Interest on the Securities shall be payable as provided in Sections 3.2, 3.8, 3.9, 3.10, 3.11 and Articles XI and XIII of this Indenture and the forms Repurchase Price shall be payable at such places as are identified in the notice of Securities and coupon set forth in Sections 2.2 and 2.3 the Company given pursuant to Section 13.1 (any city in which any Paying Agent is located being herein called a "Place of Payment"). . (f) The Registrable Securities shall be redeemable at are entitled to the option benefits of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, a Registration Rights Agreement as provided in Article Eleven by Section 10.12 and in the forms form of Securities Security set forth in Section 2.2. The Securities are entitled to the payment of Additional Interest as provided by Section 3.11. (g) The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. . (h) The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000$500,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.7, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/24 3/4% Convertible Subordinated Debentures Notes due October 1July 15, 2000" 2008 of the Company. Their Stated Maturity shall be October 1July 15, 2000 2008 and they shall bear interest on their principal amount from October 5December 8, 19951999, payable semi- semi-annually in arrears on April 1 January 15 and October 1 July 15 in each year, commencing April 1July 15, 19962000, at the rate of 4-1/24 3/4% per annum until the principal thereof is due and at the rate of 4-1/26 3/4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Offer to Purchase given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1January 20, 19982002, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $75,000,000 (or $100,000,000 if the Initial Purchaser Option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Initial Purchaser Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/25.00% Convertible Subordinated Debentures Senior Notes due October 1November 15, 20002006" of the Company. Their Stated Maturity shall be October 1November 15, 2000 2006 and they shall bear interest on their principal amount from October 5November 27, 19952001, payable semi- semi-annually in arrears on April 1 May 15 and October 1 November 15 in each year, commencing April 1May 15, 19962002, at the rate of 4-1/25.00% per annum until the principal thereof is due and at the rate of 4-1/25.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1November 15, 19982004, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000$250,000,000 (or $300,000,000 if the Over-allotment Option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 15.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/25% Convertible Subordinated Debentures Notes due October December 1, 20002007" of the Company. Their Stated Maturity shall be October December 1, 2000 2007 and they shall bear interest on their principal amount from October 5December 12, 19952000, payable semi- semi-annually in arrears on April June 1 and October December 1 in each year, commencing April June 1, 19962001, at the rate of 4-1/25% per annum until the principal thereof is due and at the rate of 4-1/25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 15.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1December 3, 19982004, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$350,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 10.8, 11.2 or 14.2(f13.3(e). The Securities shall be known and designated as the "4-1/25 1/4% Convertible Subordinated Debentures Notes due October 1December 15, 20002006" of the Company. Their Stated Maturity shall be October 1December 15, 2000 2006 and they shall bear interest on their principal amount from October 5December 10, 19951999, payable semi- semi-annually in arrears on April 1 June 15 and October 1 December 15 in each year, commencing April 1June 15, 19962000, at the rate of 4-1/25 1/4% per annum until the principal thereof is due and at the rate of 4-1/27 1/4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Sections 2.2 and 9.11. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided by Section 9.11. The Securities shall be redeemable at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven Ten and in the forms form of Securities set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve Eleven (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenTwelve. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenThirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $1,200,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/24.75% Convertible Subordinated Debentures Notes due October 1, 20002005" of the Company. Their Stated Maturity shall be October 1, 2000 2005 and they shall bear interest on their principal amount from October 52, 19952000, payable semi- semi-annually in arrears on April 1 and October 1 in each year, commencing April 1, 19962001, at the rate of 4-1/24.75% per annum until the principal thereof is due and at the rate of 4-1/24.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1, 19982003, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $200,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). previously authenticated and delivered under this Indenture. (1) The Securities shall be known and designated as the "4-1/23.5% Convertible Subordinated Debentures Notes due October December 1, 20002006" of the Company. Their Stated Maturity shall be October December 1, 2000 2006 and they shall bear interest on their principal amount from October December 5, 19952001, payable semi- semi-annually in arrears on April June 1 and October December 1 in each year, commencing April June 1, 19962002, at the rate of 4-1/23.5% per annum until the principal thereof is due and at the rate of 4-1/23.5% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities shall be redeemable at the option of the Company at any time on or after October 1December 5, 19982004, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$40,000,000 and shall be increased to the extent the Initial Purchaser exercises its option to purchase up to an additional U.S.$10,000,000 such that the total aggregate principal amount of Securities which may be authenticated and delivered under this Indenture shall not exceed U.S.$50,000,000 of Securities from the Company, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.2(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). previously authenticated and delivered under this Indenture. (1) The Securities shall be known and designated as the "4-1/25.75% Convertible Senior Subordinated Debentures Notes due October 1, 20002009" of the Company. Their The Stated Maturity with respect to the principal of the Securities shall be October December 1, 2000 2009 and they shall bear interest on their aggregate principal amount from October 5November 26, 19952004, payable semi- semi-annually in arrears on April June 1 and October December 1 in each year, commencing April June 1, 19962005, at the rate of 4-1/25.75% per annum until the principal thereof is due and at the rate of 4-1/25.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest (including Additional Interest, if any) on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, and the Make Whole Premium, if applicable, and the Redemption Price, and the Interest Make Whole Payment, if any, shall be payable at such places in the Borough of Manhattan, The City of New York, as are identified in the Company Notice given pursuant to Section 11.5 or Section 14.2, as appropriate (any city in which each location of any Paying Agent in the Borough of Manhattan, The City of New York, is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of the Registration Rights Agreement and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Additional Interest as provided in the Registration Rights Agreement and in the form of Security set forth in Section 2.2. Whenever in this Indenture there is a reference, in any context, to the payment of interest on, or in respect of, any Security as of any time, such reference shall be deemed to include reference to Additional Interest, if any, payable in respect of such Security to the extent that such Additional Interest, if any, is, was or would be so payable at such time, and express mention of Additional Interest, if any, in any provision of this Indenture shall not be construed as excluding Additional Interest, if any, so payable in those provisions of this Indenture when such express mention is not made. The Securities shall be redeemable at the option of the Company at any time on or after October 1December 31, 19982005, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $100,000,000 (or $110,000,000 if the option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Initial Purchaser Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/22.50% Convertible Subordinated Debentures Senior Notes due October 1, 20002010" of the Company. Their Stated Maturity shall be October 1, 2000 2010 and they shall bear interest on their principal amount from October 5September 30, 19952003, payable semi- semi-annually in arrears on April 1 and October 1 in each year, commencing April 1, 19962004, at the rate of 4-1/22.50% per annum until the principal thereof is due and at the rate of 4-1/22.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities shall be are entitled to the benefits of a Registration Rights Agreement as provided in Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11 and in the form of security set forth in Section 2.2. The Securities are redeemable at the option of the Company at any time on or after October 15, 19982008, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders on October 1, 2008, as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $350,000,000 (or $400,000,000 if the Initial Purchaser Option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Initial Purchaser Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/23.75% Convertible Subordinated Debentures Senior Notes due October 115, 20002006" of the Company. Their Stated Maturity shall be October 115, 2000 2006 and they shall bear interest on their principal amount from October 524, 19952001, payable semi- semi-annually in arrears on April 1 15 and October 1 15 in each year, commencing April 115, 19962002, at the rate of 4-1/23.75% per annum until the principal thereof is due and at the rate of 4-1/23.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 118, 19982004, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $600,000,000.00 (or $690,000,000.00 if the Over-allotment Option set forth in Section 2 of the Underwriting Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). previously authenticated and delivered under this Indenture. (1) The Securities shall be known and designated as the "4-1/23.75% Convertible Subordinated Debentures Notes due October February 1, 20002008" of the Company. Their Stated Maturity shall be October February 1, 2000 2008 and they shall bear interest on their principal amount from October 5February 9, 19952001, payable semi- semi-annually in arrears on April February 1 and October August 1 in each year, commencing April August 1, 19962001, at the rate of 4-1/23.75% per annum until the principal thereof is due and at the rate of 4-1/23.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (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 at any time on or after October the third Business Day after February 1, 19982004, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities ---------------- Debentures which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000(a) $25,000,000 plus (b) such aggregate principal amount (which may not exceed $3,750,000 principal amount) of Debentures as shall be purchased by the underwriters pursuant to the overallotment option provided in the Underwriting Agreement dated as of , 1995, between the Company and Unterberg Harris, as representative of the underwriters, except for Securities authenti cated Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Section 3.43.04, 3.53.05, 3.63.06, 11.8 9.06, 11.08, 12.02 or 14.2(f14.02(c). The Securities Debentures shall be known and designated as the "4-1/2" % Convertible Subordinated Debentures due October 1, 2000Due 2005" of the Company. Their Stated Maturity shall be October 1, 2000 2005, and they shall bear interest on their principal amount from October 5, 1995, payable semi- annually in arrears on April 1 and October 1 in each year, commencing April 1, 1996, at the rate of 4-1/2% per annum annum, from , 1995, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually on and , commencing , 1996, until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be paid or made on Business Days as provided in Section 1.12available for payment. The principal of, of (and premium, if any, ) and interest on the Securities Debentures shall be payable as provided at the office or agency of the Company maintained for such purpose in the forms City of Securities New York and coupon set forth at any other office or agency maintained by the Company for such purpose, in Sections 2.2 such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and 2.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable private debts; provided, however, that at the option of the Company at any time after October 1, 1998, in whole or in part, and at payment of -------- ------- interest may be made by check mailed to the Company's option or otherwise address of the Person entitled thereto as such address shall appear in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, Debenture Register. The Debentures shall be redeemable as provided in Article Eleven and in the forms of Securities set forth in Section 2.2XI. The Securities Debentures shall be convertible into Common Stock of the Company as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion")XII. The Securities Debentures shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article ThirteenXIII. The Securities Debentures shall be become subject to a Holder's right of repurchase by in the Company at the option event of the Holders a Change in Control as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $115,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f14.2(e). The Securities shall be known and designated as the "4-1/25 1/4% Convertible Subordinated Debentures Notes due October 1, 20002004" of the Company. Their Stated Maturity shall be October November 1, 2000 2004 and they shall bear interest on their principal amount from October 514, 19951997, payable semi- semi-annually in arrears on April May 1 and October November 1 in each year, commencing April May 1, 19961998, at the rate of 4-1/25 1/4% per annum (together with any Liquidated Damages the Company may be required to pay) until the principal thereof is due due, and at the rate of 4-1/25 1/4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon Security set forth in Sections Section 2.2 and 2.3 the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998Company, in whole or in part, and at the Company's option or otherwise in of the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, Company as provided in Article Eleven and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders Holder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $100,000,000 (or $110,000,000 if the option set forth in Section 2 of the Purchase Agreement is exercised in full (the “Initial Purchaser Option”)), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/2“2.50% Convertible Subordinated Debentures Senior Notes due October 1, 2000" 2010” of the Company. Their Stated Maturity shall be October 1, 2000 2010 and they shall bear interest on their principal amount from October 5September 30, 19952003, payable semi- semi-annually in arrears on April 1 and October 1 in each year, commencing April 1, 19962004, at the rate of 4-1/22.50% per annum until the principal thereof is due and at the rate of 4-1/22.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "“Place of Payment"”). The Registrable Securities shall be are entitled to the benefits of a Registration Rights Agreement as provided in Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11 and in the form of security set forth in Section 2.2. The Securities are redeemable at the option of the Company at any time on or after October 15, 19982008, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders on October 1, 2008, as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$400,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section SECTION 3.4, 3.5, 3.6, 11.8 8.5, 10.8, 11.2 or 14.2(f13.3(E). The Securities shall be known and designated as the "4-1/25.50% Convertible Subordinated Debentures Notes due October 1January 15, 20002007" of the Company. Their Stated Maturity shall be October 1January 15, 2000 2007 and they shall bear interest on their principal amount from October 5, 1995the date of the Time of Delivery, payable semi- semi-annually in arrears on April 1 January 15 and October 1 July 15 in each year, commencing April 1July 15, 19962000, at the rate of 4-1/25.50% per annum until the principal thereof is due and at the rate of 4-1/25.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in Section SECTION 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 SECTION 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of the Registration Rights Agreement, including the payment of Liquidated Damages and additional interest as provided by the Registration Rights Agreement. The Securities shall be redeemable at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven ARTICLE TEN and shall be issued in the forms form of Securities set forth in Section SECTION 2.2. The Securities shall be convertible as provided in Article Twelve ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenARTICLE THIRTEEN.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$149,500,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f14.3(f). The Securities shall be known and designated as the "4-1/25 1/4% Convertible Subordinated Debentures Notes due October 1September 15, 20002001" of the Company. Their Stated Maturity shall be October 1September 15, 2000 2001 and they shall bear interest on their principal amount from October 5September 20, 19951996, payable semi- semi-annually in arrears on April 1 March 15 and October 1 September 15 in each year, commencing April 1March 15, 19961997, at the rate of 4-1/25 1/4% per annum until the principal thereof is due and at the rate of 4-1/25 1/4% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Sections 2.2 and 10.11. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1September 15, 19981999, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms form of Securities set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $450,000,000 (or $550,000,000 if the Over-allotment Option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/2% Convertible Subordinated Debentures Notes due October 1December 15, 20002006" of the Company. Their Stated Maturity shall be October 1December 15, 2000 2006 and they shall bear interest on their principal amount from October 5December 20, 19951999, payable semi- semi-annually in arrears on April 1 June 15 and October 1 December 15 in each year, commencing April 1June 15, 19962000, at the rate of 4-1/2% per annum until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1December 20, 19982002, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$300,000,000 (or $345,000,000 if the Over-allotment Option set forth in Section 2 of the Underwriting Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/25% Convertible Subordinated Debentures Notes due October 115, 20002005" of the Company. Their Stated Maturity shall be October 115, 2000 2005 and they shall bear interest on their principal amount from October 527, 19952000, payable semi- semi-annually in arrears on April 1 15 and October 1 15 in each year, commencing April 115, 19962001, at the rate of 4-1/25% per annum until the principal thereof is due and at the rate of 4-1/25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (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 at any time on or after October 116, 19982003, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $125,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.5 in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/2“2% Convertible Subordinated Debentures Senior Notes due October May 1, 2000" 2024” of the Company. Their Stated Maturity shall be October May 1, 2000 2024 and they shall bear interest on their principal amount from October 5April 29, 19952004, payable semi- semi-annually in arrears on April May 1 and October November 1 in each year, commencing April November 1, 19962004, at the rate of 4-1/22% per annum until the principal thereof is due and at the rate of 4-1/23% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, of and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.2 (any city in which any Paying Agent is located being herein called a "“Place of Payment"”). The Registrable Securities shall be are entitled to the benefits of a Registration Rights Agreement as provided in Section 10.11 and in the form of Security set forth in Section 2.2. Holders of the Securities are entitled to the payment of Additional Interest as provided by Section 10.11 and in the form of security set forth in Section 2.2. The Securities are redeemable at the option of the Company at any time on or after October May 1, 19982009, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders on May 1, of each of 2009, 2014 and 2019, as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$175,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f15.2(e). The Securities shall be known and designated as the "4-1/23.25% Convertible Subordinated Debentures Guaranteed Step-Up Notes due October 1, 20002002" of the CompanyIssuer. Their Stated Maturity shall be October June 1, 2000 2002 and they shall bear interest on their principal amount from October 5May 28, 19951997, payable semi- semi-annually in arrears on April June 1 and October December 1 in each year, commencing April December 1, 19961997, at the rate of 4-1/23.25% per annum from May 28, 1997 to June 1, 2000 and thereafter at the rate of 8.25% per annum (together with any Additional Amounts and Liquidated Damages the Issuer may be required to pay) until the principal thereof is due due, and at the rate of 4-1/23.25% per annum from May 28, 1997 to June 1, 2000 and thereafter at the rate of 8.25% of per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon Security set forth in Sections Section 2.2 and 2.3 the Repurchase Price shall be payable at such places as are identified in the Issuer Notice given pursuant to Section 15.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998Issuer or the Guarantor, in whole or in part, and at the Company's option of the Guarantor or the Issuer or otherwise in the event of certain developments, including including, in the case of the Issuer, developments with respect to changes in U.S. or French withholding taxes or certification requirements, as provided in Article Eleven and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company Issuer as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $450,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.2(5) or 13.6 in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/2“0.50% Convertible Subordinated Debentures Senior Notes, Series B due October 1February 15, 2000" 2034” of the Company. Their Stated Maturity shall be October 1February 15, 2000 2034 and they shall bear interest on their principal amount from October 5February 15, 19952005, payable semi- semi-annually in arrears on April 1 February 15 and October 1 August 15 in each year, commencing April 1August 15, 19962005, at the rate of 4-1/20.50% per annum until the principal thereof is due and at the rate of 4-1/20.50% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.2 (any city in which any Paying Agent is located being herein called a "“Place of Payment"”). The Securities shall be are redeemable at the option of the Company at any time on or after October 1February 20, 19982011, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders on each February 15, of each of 2011, 2014, 2019, 2024 and 2029, as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $200,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f14.2(e). The Securities shall be known and designated as the "4-1/26% Convertible Subordinated Debentures Notes due October 1, 20002002" of the Company. Their Stated Maturity shall be October 1, 2000 2002 and they shall bear interest on their principal amount from October 5September 24, 19951997, payable semi- semi-annually in arrears on April 1 and October 1 in each year, commencing April 1, 19961998, at the rate of 4-1/26% per annum (together with any Additional Amounts and Liquidated Damages the Company may be required to pay) until the principal thereof is due due, and at the rate of 4-1/26% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon Security set forth in Sections Section 2.2 and 2.3 the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998Company, in whole or in part, and at the Company's option of the Company or otherwise in the event of certain developments, including developments including, develop ments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders Holder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $85,000,000 and shall be increased to the extent the Initial Purchaser exercises its option to purchase up to an additional $15,000,000 such that the total aggregate principal amount of Securities which may be authenticated and delivered under this Indenture shall not exceed U.S. $100,000,000 of Securities from the Company, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.2(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). previously authenticated and delivered under this Indenture. (1) The Securities shall be known and designated as the "4-1/24.25% Convertible Subordinated Debentures Notes due October July 1, 20002008" of the Company. Their Stated Maturity shall be October July 1, 2000 2008 and they shall bear interest on their principal amount from October 5July 1, 19952003, payable semi- semi-annually in arrears on April January 1 and October July 1 in each year, commencing April January 1, 19962004, at the rate of 4-1/24.25% per annum until the principal thereof is due and at the rate of 4-1/24.25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities shall be redeemable at the option of the Company at any time on or after October July 1, 19982005, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $500,000,000 (or U.S. $600,000,000 if the Over-allotment Option set forth in Section 2 of the Purchase Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/25% Convertible Subordinated Debentures Notes due October April 1, 20002007" of the Company. Their Stated Maturity shall be October April 1, 2000 2007 and they shall bear interest on their principal amount from October 5March 29, 19952000, payable semi- semi-annually in arrears on April 1 and October 1 in each year, commencing April October 1, 19962000, at the rate of 4-1/25% per annum until the principal thereof is due and at the rate of 4-1/25% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October the third Business Day after April 1, 19982003, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness Debt of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000, $255,000,000 (subject to increase in connection with any issuance of Further Notes pursuant to Section 901(7)) except for Securities authenti cated authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.4304, 3.5305, 3.6306, 11.8 907 or 14.2(f)1107. The Securities shall be known and designated as the "4-1/212.50% Convertible Subordinated Debentures due October 1Senior Secured Notes Due 2009", 2000" of the CompanyIssuer. Their The Stated Maturity of these Securities shall be October 1January 15, 2000 2009, and they shall bear interest on their principal amount at the rate of 12.50%, per annum, from October 5August 19, 19951999 or from the most recent Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi- annually in arrears on April 1 January 15 and October 1 in each yearJuly 15, commencing April 1January 15, 1996, at the rate of 4-1/2% per annum 2000 until the principal thereof is due and at the paid or made available for payment; provided that such rate of 4-1/2% per annum on any overdue principal and, is subject to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on Business Days increase in certain circumstances as provided in Section 1.12the Registration Rights Agreement, which is hereby incorporated by reference herein. The principal of, of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Issuer in The City of New York, New York maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose, provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as provided such address shall appear in the forms of Securities and coupon set forth in Sections 2.2 and 2.3 (any city in which any Paying Agent is located being herein called a "Place of Payment")Security Register. The Securities shall be redeemable at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms of Securities set forth in Section 2.2Eleven. The Securities shall be convertible unconditionally guaranteed by the Guarantors as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article ThirteenTwelve. The Securities shall be subject to repurchase by the Company defeasance at the option of the Holders Issuer as provided in Article FourteenThirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$125,000,000 and shall be increased to the extent the Initial Purchaser exercises its option to purchase up to an additional U.S.$50,000,000 such that the total aggregate principal amount of Securities which may be authenticated and delivered under this Indenture shall not exceed U.S.$175,000,000 of Securities from the Company, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2, 13.4 or 14.2(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). previously authenticated and delivered under this Indenture. (1) The Securities shall be known and designated as the "42-1/23/8% Contingent Convertible Subordinated Debentures Senior Notes due October 1, 20002025" of the Company. Their The Stated Maturity with respect to the principal of the Securities shall be October July 1, 2000 2025 and they shall bear interest on their aggregate principal amount from October 5June 21, 19952005, payable semi- semi-annually in arrears on April January 1 and October July 1 in each year, commencing April January 1, 19962006, at the rate of 42-1/23/8% per annum until the principal thereof is due and at the rate of 42-1/23/8% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premiumof and interest (including Additional Interest, if any, and interest ) on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, Fundamental Change Repurchase Price, and the Redemption Price shall be payable at such places in The City of New York, as are identified in the applicable notice given by the Company or the Trustee on its behalf pursuant to Section 11.5, Section 13.1 or Section 14.2, as appropriate (any city in which each location of any Paying Agent in The City of New York is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of the Registration Rights Agreement and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Additional Interest as provided in the Registration Rights Agreement and in the form of Security set forth in Section 2.2. Whenever in this Indenture there is a reference, in any context, to the payment of interest on, or in respect of, any Security as of any time, such reference shall be deemed to include reference to Additional Interest, if any, payable in respect of such Security to the extent that such Additional Interest, if any, is, was or would be so payable at such time, and express mention of Additional Interest, if any, in any provision of this Indenture shall not be construed as excluding Additional Interest, if any, so payable in those provisions of this Indenture when such express mention is not made. The Securities shall be redeemable at the option of the Company at any time on or after October 1July 6, 19982012, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment subject to Senior Indebtedness repurchase at the option of the Company Holders on July 1, 2012, July 1, 2015 and July 1, 2020 as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company upon the occurrence of a Fundamental Change at the option of the Holders as provided in Article FourteenXIV.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $150,000,000 (or $175,000,000 if the Initial Purchasers exercise in full their right to purchase additional Notes), except for Securities authenti cated Notes authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.2 or 13.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f). Notes previously authenticated and delivered under this Indenture The Securities Notes shall be known and designated as the "4-1/27.00% Convertible Subordinated Debentures Notes due October 1July 15, 20002006" of the Company. Their Stated Maturity shall be October 1July 15, 2000 2006 and they shall bear interest on their principal amount from October 5June 29, 19952001, payable semi- semi-annually in arrears on April 1 January 15 and October 1 July 15 in each year, commencing April 1January 15, 19962002, at the rate of 4-1/27.00% per annum until the principal thereof is due and at the rate of 4-1/27.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities Notes shall be payable as provided in the forms form of Securities and coupon Notes set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at Registrable Notes are entitled to the option benefits of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, a Registration Rights Agreement as provided in Article Eleven by Section 10.11 and in the forms form of Securities Note set forth in Section 2.2. The Securities Notes are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Company shall not optionally redeem the Notes at any time. The Notes shall be convertible as provided in Article Twelve XI (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities Notes shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article ThirteenXII. The Securities Notes shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000$34,500,000, except for Securities authenti cated authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.4304, 3.5305, 3.6306, 11.8 906, 1108, 1302 or 14.2(f)1402. The Securities shall be known and designated as the "4-1/25.75% Convertible Subordinated Debentures due October 1, 20002003" of the Company. Their Stated Maturity shall be October 1September 15, 2000 2003, and they shall bear interest on their principal amount from October 5, 1995, payable semi- annually in arrears on April 1 and October 1 in each year, commencing April 1, 1996, at the rate of 4-1/25.75% per annum annum, from September 20, 1993 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1994, until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDED, HOWEVER, that payments shall only be paid or made on Business Days as provided in Section 1.12available for payment. The principal of, of (and premium, if any, ) and interest on the Securities shall be payable as provided at the office or agency of the Company in the forms Borough of Securities Manhattan, The City of New York, maintained for such purpose and coupon set forth 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 Sections 2.2 and 2.3 (any city the Security Register. The Depositary for the Global securities, beneficial interests in which any Paying Agent may be originally purchased by QIBs, is located being herein called a "Place of Payment")the Depository Trust Company. The Securities shall be redeemable at the option of by the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms of Securities set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion")Eleven. The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders thereof as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$400,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.43.05, 3.53.08, 3.68.05, 11.8 10.08, 11.02 or 14.2(f12.03(f). The Securities shall be known and designated as the "4-1/2“2.00% Guaranteed Convertible Subordinated Debentures Senior Notes due October 1August 21, 2000" 2011” of the CompanyIssuer. Their Stated Maturity shall be October 1August 21, 2000 2011, and they shall bear interest on their principal amount from October 5August 21, 19952001, payable semi- semi-annually in arrears on April 1 February 21 and October 1 August 21 in each year, commencing April 1February 21, 19962002, at the rate of 4-1/22.00% per annum until the principal thereof is due and at the rate of 4-1/22.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.121.13. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Exhibit A and 2.3 Exhibit B, and any Redemption Price, Change of Control Redemption Price or Holder Option Redemption Price shall be payable at such places as are identified in the notice of redemption delivered pursuant to Section 10.05, the Company Notice given pursuant to Section 12.03 or any notice from the Issuer delivered pursuant to Section 13.03 (any city in which any Paying Agent is located being herein called a "“Place of Payment"”). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirementsIssuer, as provided in Article Eleven 10 and in the forms form of Securities set forth in Section 2.2. Exhibit A and Exhibit B. The Securities shall be convertible as provided in Article Twelve 11 (any city in which any Conversion Agent is located being herein called a "“Place of Conversion"”). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase redemption by the Company Issuer at the option of the Holders as provided in Article Fourteen12 and Article 13.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$69,000,000, except excluding for the purposes of determining compliance with this limit the Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 8.5, 11.8, 12.2 or 14.2(f14.2(e). The Securities shall be known and designated as the "4-1/24.75% Convertible Subordinated Debentures Notes due October 1, 20002002" of the Company. Their Stated Maturity shall be October September 1, 2000 2002 and they shall bear interest on their principal amount from October 5August 21, 19951997, payable semi- semi-annually in arrears on April March 1 and October September 1 in each year, commencing April March 1, 19961998, at the rate of 4-1/24.75% per annum (together with any Additional Amounts and Liquidated Damages the Company may be required to pay) until the principal thereof is due due, and at the rate of 4-1/24.75% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.12. The Securities are entitled to the benefits of registration rights as provided by the Registration Rights Agreement. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon Security set forth in Sections Section 2.2 and 2.3 the Repurchase Price shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.2 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998Company, in whole or in part, and at the Company's option of the Company or otherwise in the event of certain developments, including including, developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $90,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.3 or 13.9 in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/25.00% Convertible Subordinated Debentures due October 1, 20002033" of the Company. Their Stated Maturity shall be October 1, 2000 2033 and they shall bear interest on their principal amount from October 5September 24, 19952003, payable semi- semi-annually in arrears on April 1 and October 1 in each year, commencing April 1, 19962004, at the rate of 4-1/25.00% per annum until the principal thereof is due and at the rate of 4-1/2[ ]% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon Security set forth in Section 2.2, and the Redemption Price, Repurchase Price and the Change in Control Repurchase Price, whether payable in cash or in shares of Common Stock or a combination thereof, shall be payable at such places as are identified in the notice given by the Company pursuant to Sections 2.2 13.2 and 2.3 13.6, respectively (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities shall be redeemable at are entitled to the option benefits of a Registration Rights Agreement as provided by Section 10.7 and in the Company at form of Security set forth in Section 2.2. The Securities are entitled to the payment of Additional Interest as provided by Section 10.7. At any time on or after October 1, 19982008, the Securities shall be subject to redemption by the Company, in whole or in part, subject to the conditions and at the Company's option or as otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIII.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S.$400,000,000, except for Securities authenti cated authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.63.8, 11.8 8.5, 10.8, 11.2 or 14.2(f12.3(f). The Securities shall be known and designated as the "4-1/22.00% Guaranteed Convertible Subordinated Debentures Senior Notes due October 1August 21, 20002011" of the CompanyIssuer. Their Stated Maturity shall be October 1August 21, 2000 2011, and they shall bear interest on their principal amount from October 5August 21, 19952001, payable semi- semi-annually in arrears on April 1 February 21 and October 1 August 21 in each year, commencing April 1February 21, 19962002, at the rate of 4-1/22.00% per annum until the principal thereof is due and at the rate of 4-1/22.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on Business Days as provided in Section 1.121.13. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Exhibit A and 2.3 Exhibit B, and any Redemption Price, Change of Control Redemption Price or Holder Option Redemption Price shall be payable at such places as are identified in the notice of redemption delivered pursuant to Section 10.5, the Company Notice given pursuant to Section 12.3 or any notice from the Issuer delivered pursuant to Section 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the option of the Company at any time after October 1, 1998, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirementsIssuer, as provided in Article Eleven Ten and in the forms form of Securities set forth in Section 2.2. Exhibit A and Exhibit B. The Securities shall be convertible as provided in Article Twelve Eleven (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase redemption by the Company at the option of the Holders as provided in Article FourteenTwelve and Article Thirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$300,000,000U.S. $230,000,000, except for Securities authenti cated authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 11.8 or 14.2(f)previously authenticated and delivered under this Indenture. The Securities shall be known and designated as the "4-1/2% Convertible Subordinated Debentures Notes due October 1March 15, 20002005" of the Company. Their Stated Maturity shall be October 1March 15, 2000 2005 and they shall bear interest on their principal amount from October 5March 20, 19951998, payable semi- semi-annually in arrears on April 1 March 15 and October 1 September 15 in each year, commencing April 1September 15, 19961998, at the rate of 4-1/2% per annum until the principal thereof is due and at the rate of 4-1/2% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; PROVIDEDprovided, HOWEVERhowever, that payments shall only be made on a Business Days Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the forms form of Securities and coupon set forth in Sections 2.2 Section 2.2, and 2.3 the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.11 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.11. The Securities shall be redeemable at the option of the Company at any time on or after October 1March 15, 19982002, in whole or in part, and at the Company's option or otherwise in the event of certain developments, including developments with respect to changes in U.S. withholding taxes or certification requirements, as provided in Article Eleven XI and in the forms form of Securities Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article ThirteenXIII. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article FourteenXIV.