Common use of Acceleration Clause in Contracts

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%

Acceleration. In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding ; provided that any such declaration of acceleration shall not become effective until the foregoing, if an Event earlier of (x) five Business Days after receipt of the acceleration notice by the Bank Agent and the Company or (y) acceleration of the Indebtedness under the Credit Agreement; provided further that such acceleration shall be automatically rescinded and annulled without any further action required on the part of the Trustee or the Holders in the event that any and all Events of Default specified in clause (viii) the acceleration notice under this Indenture shall have been cured, waived or (ix) of Section 6.01 hereof occurs with respect otherwise remedied as provided in this Indenture prior to the Companyexpiration of the period referred to in the preceding clauses (x) and (y). Upon any such declaration, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding the Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders Holders, rescind an acceleration and its consequences consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. If an In the event of any Event of Default occurs specified in clause (5) of Section 6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by reason of any willful action (the Trustee or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration Holders of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an if within 20 days after such Event of Default occurs prior arose the Company delivers an Officers' Certificate to May 15the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, 2003 by reason of any willful notice or action (as the case may be) giving rise to such Event of Default or inaction(z) taken (or not taken) by or on behalf the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the Company with the intention of avoiding the prohibition on redemption principal amount of the Notes prior to as described above be annulled, waived or rescinded upon the happening of any such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%events.

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viiiSection 6.01(i) or (ixj) of Section 6.01 hereof occurs hereof, with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notesan Optional Redemption, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May April 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateApril 15, then2003, upon acceleration of then the Notes, an additional premium specified below shall also become and be immediately due and payable in an amount, for each to the extent permitted by law upon the acceleration of the years beginning Notes during the twelve-month period ending on May April 15 of the years set forth indicated below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625: Year Percentage 2000.........................................115.00% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738.........................................112.50% 2002.......................... 105.775.........................................110.00% 2003.........................................107.50%

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Trustee and the Company; provided that so long as any Indebtedness permitted to be incurred pursuant to Credit Facilities shall be outstanding, such acceleration shall not be effective until the earlier of (1) the acceleration of such Indebtedness under Credit Facilities or (2) five business days after receipt by the Company of written notice of such acceleration. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) 8) or (ix9) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after April 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15April 1, 2003 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth belowApril 1, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE Year Percentage ---- ---------- 1998.......................... 109.6252002 .................................................. 11.250% 1999.......................... 108.6622003 .................................................. 10.125% 2000.......................... 107.7002004 .................................................. 9.000% 60 2001.......................... 106.7382005 .................................................. 7.875% 2002.......................... 105.7752006 .................................................. 6.750%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may Debentures, by written notice to the Company (and to the Trustee if such notice is given by the Holders) may, and the Trustee at the request of such Holders shall, declare all the Notes Debentures to be due and payable immediately. Upon any such declaration, the Debentures shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes Debentures shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes Debentures by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May April 15, 2003 2011 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes Debentures prior to such date, then, upon acceleration of the NotesDebentures, an additional premium shall also become and be immediately due and payable in an amount, for each amount equal to 0.350% of the years beginning on May 15 principal amount of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to Debentures on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause arising under clauses (vii) and (viii) or (ix) of Section 6.01 hereof occurs 6.01, with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or premium, if any, or interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15September 1, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateSeptember 1, then2002, upon acceleration of then the Notes, an additional premium specified below shall also become and be immediately due and payable in an amount, for each to the extent permitted by law upon the acceleration of the Notes during the twelve-month period ending immediately prior to September 1 of the years beginning on May 15 of the years set forth indicated below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625. Year Percentage 1997 114.4377% 1999.......................... 108.6621998 112.8335% 2000.......................... 107.7001999 111.2293% 60 2001.......................... 106.7382000 109.6251% 2002.......................... 105.7752001 108.0209% 2002 106.4167%

Acceleration. In the case of an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding Upon any such declaration, the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or noticeimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders Holders, rescind an acceleration and its consequences consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. If an Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. Except where such (x) would conflict with applicable law or this Indenture or (y) may involve the Trustee in personal liability (for which the Trustee has not been indemnified as provided in this Indenture), Holders of a majority in principal amount of outstanding Notes may direct the Trustee in its exercise of any trust power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default occurs (except a Default or Event of Default relating to the payment of principal amount, premium or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by reason of any willful action (or inaction) taken (or not taken) by or notice to the Trustee may on behalf of the Company with the intention of avoiding payment all of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture Holders waive any existing Default or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior and its consequences hereunder except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal amount of, the Notes. The Company is required to May 15, 2003 by reason deliver to the Trustee annually an Officers’ Certificate regarding compliance herewith. Upon becoming aware of any willful action (Default or inaction) taken (or not taken) by or on behalf Event of Default, the Company with the intention of avoiding the prohibition on redemption of the Notes prior is required to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount deliver to the date Trustee an Officers’ Certificate specifying such Default or Event of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Default.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Senior Subordinated Note Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Notes may declare all the Senior Subordinated Notes to be due and payable immediately. Upon any such declaration, the Senior Subordinated Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries that are Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Senior Subordinated Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Senior Subordinated Notes by written notice to may not enforce this Senior Subordinated Note Indenture or the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (Senior Subordinated Notes except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything as provided in this Indenture or in the Notes to the contrary notwithstandingSenior Subordinated Note Indenture. If an Event of Default occurs prior to May 15August 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Senior Subordinated Notes prior to such dateAugust 1, then2003, upon acceleration of then the Notes, an additional premium specified in this Senior Subordinated Indenture shall also become and be immediately due and payable in an amount, for each to the extent permitted by law upon the acceleration of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount Senior Subordinated Notes. The Company is required to deliver to the date Senior Subordinated Note Trustee annually a statement regarding compliance with this Senior Subordinated Note Indenture, and the Company is required upon becoming aware of payment that would otherwise be due but for any Default or Event of Default, to deliver to the provisions Senior Subordinated Note Trustee a statement specifying such Default or Event of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Default.

Acceleration. If Subject to the provisions of the Intercreditor Agreement, in the case of an Event of Default specified in clauses (9) or (10) of Section 6.01 hereof, with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Subject to the provisions of the Intercreditor Agreement, if any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest, Liquidated Damages, if any, and any other monetary obligations on all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after February 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15February 1, 2003 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 February 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%):

Acceleration. (a) In the case of an Event of Default arising from clause (ix) or (x) of Section 6.01 with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the principal of, premium, if any, and accrued and unpaid interest, if any, shall become due and payable immediately. The Trustee has no duty or obligation to determine whether an Event of Default has occurred as a result of the events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ixvi) of Section 6.01 hereof occurs shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall may be due rescinded and payable immediately without further action or notice. The annulled by the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, (ii) all existing Events of Default (have been cured or waived except nonpayment of principal, principal of or interest or premium on the Notes that has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the accelerationcure or waiver of a Default or Event of Default of the type described in clauses (ix) have and (x) of Section 6.01 the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. If an Event of No such rescission shall affect any subsequent Default occurs by reason of or impair any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%right consequent thereto.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company or the Holders of at least 2530% in principal amount of the then total outstanding Notes by written notice to the Company and the Trustee may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, if in the case of an Event of Default specified in arising under clause (viii) or (ix7) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. The Trustee will have no obligation to accelerate the Notes. The Holders of a majority in of the aggregate principal amount of the then outstanding Notes Notes, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Holders rescind an acceleration Notes waive any existing Default and its consequences hereunder (except a continuing Default with respect to in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences (except if such rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment a court of principal, interest or premium that has become due solely because competent jurisdiction). In the event of the acceleration) have been cured or waived. If an any Event of Default occurs by reason of any willful action (or inactionspecified in Section 6.01(5) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, thensuch Event of Default and all consequences thereof (excluding any resulting payment default, upon other than as a result of acceleration of the Notes) will be annulled, an equivalent premium shall also become waived and be immediately due rescinded, automatically and payablewithout any action by the Trustee or the Holders, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%if:

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (i) or (j) of Section 6.01) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding In the foregoing, if case of an Event of Default specified in clause (viiii) or (ixj) of Section 6.01 hereof occurs 6.01, with respect to EchoStar, the Company or any Significant Subsidiary of the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall become and be immediately due and payable immediately without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such Holders' interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an In the case of any Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or its Subsidiaries with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes3.07, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in . All powers of the Trustee under this Indenture or in the Notes will be subject to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf applicable provisions of the Company with Communications Act, including without limitation, the intention requirements of avoiding the prohibition on redemption prior approval for de facto or de jure transfer of the Notes prior to such date, then, upon acceleration control or assignment of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Title III licenses.

Acceleration. In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then then-outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii7) or (ix) 8) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then then-outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after May 15, 2007 by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateMay 15, 2007, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625Year Percentage 2002 12.833 % 1999.......................... 108.6622003 11.229 % 2000.......................... 107.7002004 9.625 % 60 2001.......................... 106.7382005 8.021 % 2002.......................... 105.7752006 6.417 %

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an In the case of any Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15, 2003 2002, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateMay 15, then2002, upon the acceleration of the Notes, Notes an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625below: Year Percentage ------------------- 1997 110.6250% 1999.......................... 108.6621998 109.5625% 2000.......................... 107.7001999 108.5000% 60 2001.......................... 106.7382000 107.4375% 2002.......................... 105.7752001 106.3750%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.1 hereof with respect to the Issuers or any Subsidiaries) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, that so long as Senior Debt or any commitment therefore is outstanding under the Senior Credit Facility, any such notice shall not be effective until the earlier of (i) five Business Days after such notice is delivered to the representative for such Senior Debt or (ii) the acceleration of the Senior Debt under the Senior Credit Facility. Notwithstanding the foregoing, if an Event of Default specified in clause (viiih) or (ixi) of Section 6.01 6.1 hereof occurs with respect to the CompanyIssuers, any Restricted Subsidiary of its Restricted Subsidiaries the Company that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Holders Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event The Holders of Default occurs a majority in aggregate principal amount of the Notes then outstanding by reason of any willful action (or inaction) taken (or not taken) by or written notice to the Trustee may on behalf of the Company with the intention Holders of avoiding payment all of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become waive any existing Default or Event or Default and be immediately due and payable, to the extent permitted by law, anything in its consequences under this Indenture except a continuing Default or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior in the payment of interest on, or the principal of, the Notes. The Company is required to May 15deliver to the Trustee quarterly a written statement regarding compliance with this Indenture, 2003 by reason and the Company is required upon becoming aware of any willful action (Default or inaction) taken (or not taken) by or on behalf Event of the Company with the intention of avoiding the prohibition on redemption of the Notes prior Default, to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount deliver to the date Trustee a written statement specifying such Default or Event of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Default.

Acceleration. In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Issuer, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by written notice to the Issuer (and the Trustee if such notice is given by the Holders) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii7) or (ix) 8) of Section 6.01 hereof occurs with respect to the CompanyIssuer, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a at least majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders waive any existing Default or Event of Default and rescind and annul an acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of principal, interest or premium premium, if any, or Additional Interest that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (h) of Section 6.01 hereof with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes Subsidiary constituting a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to Solera, any Subsidiary of Solera that is a Significant Subsidiary or any group of Subsidiaries of Solera that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding by notice in writing to the foregoing, if an Issuer and the Trustee specifying the respective Event of Default specified in clause (viii) or (ix) and that it is a “notice of Section 6.01 hereof occurs with respect to acceleration.” Upon any such notification, the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action. Any Default or Event of Default occurs prior for the failure to May 15, 2003 by reason comply with the time periods prescribed in Section 4.03 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any willful action (such report required by such covenant or inaction) taken (such notice or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth belowcertificate, as set forth below (expressed as a percentage of applicable, even though such delivery is not within the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of prescribed period specified in this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Indenture.

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately; PROVIDED, HOWEVER, that so long as any Indebtedness or Obligation is outstanding pursuant to the Credit Facilities, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration; and PROVIDED, further, that in the event of an acceleration based upon an Event of Default set forth in clause (6) of Section 6.01, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such failure to pay at maturity or acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such failure to pay at maturity shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30 day period which has not been cured, paid or waived. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) 8) or (ix9) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and if decree, (ii) all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived, and (iii) the Company has paid to the Trustee all amounts due the Trustee pursuant to Section 7.07. If an Event of Default occurs on or after January 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15January 1, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 January 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%):

Acceleration. If any Event of Default (other than an Event of Default specified in clause (vii) or (viii) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a "notice of acceleration" (the "Acceleration Notice"), and the same (1) shall become immediately due and payable or (2) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. Upon any such declaration, but subject to the immediately preceding sentence, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiivii) or (ixviii) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Senior Note Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately. Upon any such declaration, the Senior Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries that are Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Senior Notes shall be due and payable immediately without further action or notice. The Holders of a majority the Senior Notes may not enforce this Senior Note Indenture or the Senior Notes except as provided in aggregate principal amount this Senior Note Indenture. In the case of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Senior Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Senior Note Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Senior Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount . The Company is required to deliver to the date Senior Note Trustee annually a statement regarding compliance with this Senior Note Indenture, and the Company is required upon becoming aware of payment that would otherwise be due but for any Default or Event of Default, to deliver to the provisions Senior Note Trustee a statement specifying such Default or Event of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Default.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (j) or (k) of Section 6.01) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding In the foregoing, if case of an Event of Default specified in clause (viiij) or (ixk) of Section 6.01 hereof occurs 6.01, with respect to EchoStar, the Company, any of its Restricted Subsidiaries that constitutes a Guarantor or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiarythe Company, all outstanding Notes shall become and be immediately due and payable immediately without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such Holders' interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an In the case of any Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or its Subsidiaries with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes3.07, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in . All powers of the Trustee under this Indenture or in the Notes will be subject to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf applicable provisions of the Company with Communications Act, including without limitation, the intention requirements of avoiding the prohibition on redemption prior approval for DE FACTO or DE JURE transfer of the Notes prior to such date, then, upon acceleration control or assignment of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Title III licenses.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May March 15, 2003 2005 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May March 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE Year Percentage ---- ---------- 1998.......................... 109.6252000.................................................... 114.000% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738.................................................... 112.564% 2002.......................... 105.775.................................................... 111.147% 2003.................................................... 109.747% 2004.................................................... 108.365%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after ____________, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15__________, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 ______ of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentenceparagraph plus accrued interest, if any, to the date of payment): YEAR PERCENTAGE Year Percentage ---- ---------- 1998.......................... 109.625% ..............................................._______% 1999.......................... 108.662% ..............................................._______% 2000.......................... 107.700% 60 ..............................................._______% 2001.......................... 106.738% 2002.......................... 105.775%..............................................._______%

Acceleration. If Except as otherwise provided for in any series of Securities, if any Event of Default occurs and is continuingcontinuing with respect to any series of Securities outstanding, the Trustee or the Holders of at least 25% in principal amount Principal Amount of the then outstanding Notes Securities of that series may declare the Principal Amount of all the Notes Securities of that series and interest accrued thereon to be due and payable immediatelyimmediately by a notice in writing to the Company (and to the Trustee if given by the Holders of the outstanding Securities of that series). Notwithstanding Holders of the foregoingSecurities of that series may not enforce this Indenture or the Securities of that series except as provided in this Indenture. Subject to Sections 6.6, if an 7.1(e) and 7.6, Holders of a majority in Principal Amount of the then outstanding Securities of that series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities of that series notice of any continuing Default or Event of Default specified in clause (viii) or (ix) of accordance with Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice7.4 hereof. The Holders of a majority in aggregate principal amount Principal Amount of the then outstanding Notes Securities of that series by written notice to the Trustee may on behalf of the Holders of all of the Holders Securities of that series rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of Default occurs by such rescission or annulment or for any other reason of any willful action (or inaction) taken (or not taken) by or on behalf shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the Holders shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company with Company, the intention of avoiding payment of Trustee and the premium that the Company would have Holders shall continue as though no such proceeding had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not been taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the earlier of (i) the day which is five Business Days after receipt by the Representatives of Designated Senior Debt of such notice of acceleration or (ii) the date of acceleration of any Designated Senior Debt. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viii) arising from certain events of bankruptcy or (ix) of Section 6.01 hereof occurs insolvency, with respect to the Company, Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May January 15, 2003 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateJanuary 15, then, upon acceleration of 2010 then the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth specified below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%) shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes during the twelve-month period ending on January 15 of the years indicated below:

Acceleration. If any Event of Default (other than an Event of Default specified in subsection (i) or (j) of Section 7.01 with respect to the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuingcontinuing and has not been waived by the Holders, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may may, by written notice to the Company (with a copy to the Trustee, if given by the Holders), declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause subsection (viiii) or (ixj) of Section 6.01 hereof 7.01 occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest premium, if any, or premium interest, if any, that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs waived and all sums paid or advanced by reason of any willful action the Trustee and the Collateral Agent hereunder (or inactionsubject to Section 8.07 and Section 13.11) taken (or not taken) by or on behalf and the reasonable compensation, expenses, disbursements, and advances of the Company Trustee, the Collateral Agent and their agents and counsel have been paid or deposited with the intention of avoiding payment of Trustee or the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereofCollateral Agent, thenas applicable, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, or provision therefor satisfactory to the extent permitted by law, anything in this Indenture Trustee or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth belowCollateral Agent, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%applicable, has been made.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15December 1, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable payable, to the extent permitted by law, in an amount, for each of the years beginning on May 15 December 1 of the years set forth below, as set forth below (expressed as a percentage percentages of the aggregate principal amount Accreted Value and Liquidated Damages, if any, to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625........................................ 114.000% 1999.......................... 108.662........................................ 112.250% 2000.......................... 107.700........................................ 110.500% 60 2001.......................... 106.738% 2002.......................... 105.775........................................ 108.750%

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) 8) or (ix9) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after May 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 151, 2003 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6252002.............................................. 109.750% 1999.......................... 108.6622003.............................................. 108.775% 2000.......................... 107.7002004.............................................. 107.800% 60 2001.......................... 106.7382005.............................................. 106.825% 2002.......................... 105.7752006.............................................. 105.850%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (ix) or (x) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiiix) or (ixx) of Section 6.01 hereof occurs with respect to the Company, Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, whole would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15October 1, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 1997 of the years set forth below, as set forth below (below, expressed as a percentage percentages of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): , plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of payment: YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6251997 . . . . . . . . . . . . . . . . . . 113.000% 1999.......................... 108.6621998 . . . . . . . . . . . . . . . . . . 111.375% 2000.......................... 107.7001999 . . . . . . . . . . . . . . . . . . 109.75% 60 2001.......................... 106.7382000 . . . . . . . . . . . . . . . . . . 108.125% 2002.......................... 105.7752001 . . . . . . . . . . . . . . . . . . 106.500%

Acceleration. If In any Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding Upon any such declaration, the foregoing, if Notes shall become due and payable immediately. If an Event of Default specified in clause (viii) 8) or (ix9) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15July 31, 2003 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateJuly 31, 2007, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 July 31 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6252003..................................................... 12.500% 1999.......................... 108.6622004..................................................... 11.937% 2000.......................... 107.7002005..................................................... 9.375% 60 2001.......................... 106.738% 2002.......................... 105.7752006..................................................... 7.812%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately; PROVIDED, HOWEVER, that if any Senior Indebtedness is outstanding under the Credit Agreement, upon a declaration of acceleration, the Notes shall be payable upon earlier of (a) the day which is five Business Days after the provision to the Company and the agent under the Credit Agreement of written notice of such declaration and (b) the date of acceleration of any Indebtedness under the Credit Agreement. Notwithstanding the foregoing, if an Event of Default specified in clause (viiih) or (ixi) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action action, notice or noticedeclaration on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an In the case of any Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May August 15, 2003 2002, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateAugust 15, then2002, upon the acceleration of the Notes, Notes an additional premium shall also become and be immediately due and payable to the extent permitted by law in an amount, for each of the years beginning on May August 15 of the years years, set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): : YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6251999 108.500% 1999.......................... 108.6622000 107.080% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.7752001 105.670%

Acceleration. If any In addition to the provisions regarding acceleration of maturity upon an Event of Default provided by Section 502 of the Original Indenture, if an Event of Default occurs and is continuingcontinuing with respect to the Notes, so long as any of the Trust Preferred Securities of the Trust remain outstanding, if, upon such Event of Default, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes fail to declare the principal of all the Notes to be so immediately due and payable, the holders of 25% in aggregate liquidation amount of the Trust Preferred Securities then outstanding Notes may shall have the right, by notice to the Trustee, to declare the principal of and accrued interest on all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, So long as any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group the Trust Preferred Securities of Restricted Subsidiaries thatthe Trust remain outstanding, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders the holders of a majority in aggregate principal liquidation amount of the Trust Preferred Securities then outstanding Notes by written notice to shall have the Trustee may on behalf of all sole right (and the Holders of the Holders Notes may not, notwithstanding the provisions of Section 502 of the Original Indenture, exercise any such right) to rescind an acceleration and its consequences with respect to the Notes if the rescission would not conflict with any judgment or decree and if all existing Events of Default (on the Notes have been cured or waived except nonpayment of principal, principal or interest or premium that has become due solely because of the acceleration) have been cured or waived. If at any time while the Notes are held by the LLC no Trust Preferred Securities of the Trust remain outstanding, in addition to the provisions regarding acceleration of maturity upon an Event of Default provided by Section 502 of the Original Indenture, if an Event of Default occurs by reason of and is continuing with respect to the Notes, so long as any willful action (or inaction) taken (or not taken) by or on behalf of the Company with Preferred Securities remain outstanding, if, upon such Event of Default, the intention Trustee or the Holders of avoiding payment not less than 25% in aggregate principal amount of the premium that Notes fail to declare the Company would have had to pay if the Company then had elected to redeem principal of all the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be so immediately due and payable, the holders of 25% in aggregate liquidation amount of the Company Preferred Securities then outstanding shall have the right, by notice to the extent permitted by lawTrustee, anything in this Indenture or in to declare the principal of and accrued interest on all the Notes to the contrary notwithstandingbe due and payable immediately. If an Event at any time while the Notes are held by the LLC and no Trust Preferred Securities of Default occurs prior to May 15the Trust remain outstanding, 2003 by reason of so long as any willful action (or inaction) taken (or not taken) by or on behalf of the Company with Preferred Securities remain outstanding, the intention holders of avoiding a majority in aggregate liquidation amount of the prohibition on redemption Company Preferred Securities then outstanding shall have the sole right (and the Holders of the Notes prior to such datemay not, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for notwithstanding the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Section 502 of the Original Indenture, exercise any such right) to rescind an acceleration and its consequences with respect to the Notes if the rescission would not conflict with any judgment or decree and if all existing Events of Default on the Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

Acceleration. If (a) Subject to the provisions of clause (b) of this Section 6.02, if any Event of Default (other than an Event of Default specified in clause (i) or (j) of Section 6.01 hereof with respect to the Issuers or any Note Guarantor that is a Significant Subsidiary or any group of Note Guarantors that would together constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium and Liquidated Damages, if any, interest and any other monetary obligations on all of the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiii) or (ixj) of Section 6.01 hereof occurs with respect to the Company, Issuers or any of its Restricted Subsidiaries Note Guarantor that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, Guarantors that would together constitute a Significant SubsidiarySubsidiary of the Issuers, the principal, premium and Liquidated Damages, if any, interest and any other monetary obligations on all of the outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages that has become due solely because of the acceleration) have been cured or waived. Notwithstanding the foregoing, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuers with the intention and for the purpose of avoiding payment of the premium that the Company Issuers would have had to pay if the Company Issuers then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding Upon any such declaration, the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, premium on, if any, interest or premium Special Interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived, and all amounts payable to the Trustee under Section 7.07 have been paid. If an Event of Default occurs on or after April 1, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15April 1, 2003 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium Applicable Premium shall also become and be immediately due and payable in an amountpayable, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%extent permitted by law.

Acceleration. If any an Event of Default occurs (other than an Event of Default specified in clauses (ix) or (x) of Section 6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Significant Subsidiary), shall have occurred and is be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare to be immediately due and payable the principal amount of all the Notes to be due then outstanding, plus accrued but unpaid interest and payable immediately. Notwithstanding the foregoingAdditional Interest, if any, to the date of acceleration. In the case of an Event of Default specified in clause clauses (viiiix) or (ixx) of Section 6.01 hereof occurs hereof, with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, together would constitute a Significant SubsidiarySubsidiary shall occur, such amount with respect to all outstanding the Notes shall be will become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or the Holders. The Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the limitations described in this Article 6, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf withhold from Holders notice of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment a Default or Event of Default relating to the payment of principal, premium, if any, or interest or premium Additional Interest, if any) if it determines that has become due solely because withholding notice is in their interest. In the case of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by the Company or on the Company's behalf of the Company with the intention of avoiding payment of the premium that the Company would have had been required to pay if the Company had then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall will also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15July 1, 2003 2006, by reason of any willful action (or inaction) inaction taken (or not taken) taken by the Company or on the Company's behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateJuly 1, then2006, then the premium specified in Section 3.07 will also become immediately due and payable to the extent permitted by law upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If an Event of Default specified in clause (7) or (8) of Section 6.01 occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all amounts owing under the Notes to be due and payable immediatelyimmediately by a notice in writing to the Company (and to the Trustee, if given by Holders) specifying the Event of Default and that it is a “notice of acceleration.” Upon any such declaration, the aggregate principal of, premium, if any, and accrued and unpaid interest, if any, on the outstanding Notes shall become immediately due and payable. Notwithstanding the foregoing, if an Event a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default specified in clause or notice of acceleration may not be given by the Trustee or the Holders (viiior any other action taken on the assertion of any Default) or (ix) of Section 6.01 hereof occurs with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default, notice of acceleration or instruction to the Company, any Trustee to provide a notice of its Restricted Subsidiaries that constitutes a Significant Subsidiary Default or any group notice of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action acceleration (or noticeother action). The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences if the rescission would not conflict with any judgment hereunder except a continuing Default or decree and if all existing Events Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes (except nonpayment of principalprincipal of, premium on, if any, or interest or premium on the Notes that has become due solely because of the acceleration); provided the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders other than a Regulated Bank (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have been cured or waived. If an represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default, shall be deemed a continuing representation until the resulting Event of Default occurs is cured or otherwise ceases to exist or the Notes are accelerated. If the Holder is a clearing system or a common safekeeper or its nominee, any Position Representation required hereunder shall be provided by reason the clearing system or the common safekeeper or its nominee or by the beneficial owner of any willful action (or inaction) taken (or not taken) by or on behalf an interest in such global Note after delivery to the Trustee of appropriate confirmation of beneficial ownership satisfactory to the Trustee. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the intention Company may reasonably request from time to time in order to verify the accuracy of avoiding payment such Xxxxxx’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the premium that Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Company would have had Trustee. If, following the delivery of a Noteholder Direction, but prior to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and be immediately due and payable, provides to the extent permitted by lawTrustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, anything at such time, in this Indenture or in the Notes breach of its Position Representation, and seeking to the contrary notwithstanding. If an invalidate any Event of Default occurs that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, the Company provides to the Trustee an additional premium Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. For the avoidance of doubt, the foregoing requirements applicable to Noteholder Directions as defined above do not apply to any other directions given by Holders to the Trustee under this Indenture. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Company in accordance with the terms of this Indenture. Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for, any action that the Trustee takes in accordance with this Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Company waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with, this Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the preceding two paragraphs. In addition, for the avoidance of doubt, the preceding two paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Indenture. In connection with the requisite percentages required under this Indenture, the Trustee shall also become and be immediately due and payable treat all outstanding Notes equally irrespective of any Position Representation in an amount, for each determining whether the requisite percentage has been obtained with respect to the initial delivery of the years beginning on May 15 Noteholder Direction. Any and all other actions that the Trustee takes or omits to take with respect to a Noteholder Direction and all fees, costs expenses of the years set forth below, as set forth below (expressed as a percentage of Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of Company’s indemnification obligations under this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Indenture.

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix9) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after July 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May July 15, 2003 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May July 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6252003........................................................................ 8.500% 1999.......................... 108.6622004........................................................................ 7.438% 2000.......................... 107.7002005........................................................................ 6.375% 60 2001.......................... 106.738% 2002.......................... 105.7752006........................................................................ 5.313%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Senior Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Senior Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after November 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Senior Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Senior Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Senior Notes to the contrary notwithstanding. If an Event of Default occurs prior to May November 15, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Senior Notes prior to such date, then, upon acceleration of the Senior Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May November 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): below: 51 56 YEAR PERCENTAGE ---- ---------- 1997................................................ 110.000% 1998.......................... 109.625................................................ 109.000% 1999.......................... 108.662................................................ 108.000% 2000.......................... 107.700................................................ 107.000% 60 2001.......................... 106.738% 2002.......................... 105.775................................................ 106.000%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (vi) or (vii) of Section 6.01 hereof with respect to the Company, any Significant Restricted Subsidiary or any group of Significant Restricted Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a "notice of acceleration" (the "Acceleration Notice"), and the same (1) shall become immediately due and payable or (2) if there are any amounts outstanding under the Senior Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Senior Credit Facilities or five Business Days after receipt by the Company and the Representative under the Senior Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. Upon any such declaration, but subject to the immediately preceding sentence, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiivi) or (ixvii) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after January 15, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May January 15, 2003 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May January 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662..........................113.8335% 2000.......................... 107.700..........................112.1043% 60 2001.......................... 106.738..........................110.3751% 2002.......................... 105.775..........................108.6459% 2003..........................106.9167%

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. Except as otherwise provided in this Indenture, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment a Default or Event of principal, interest Default relating to the payment of principal or premium interest) if it determines that has become due solely because of the acceleration) have been cured or waivedwithholding notice is in their interest. If an Event of Default occurs on or after March 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15March 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 March 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625...............................................113.168% 57 60 1999.......................... 108.662...............................................111.522% 2000.......................... 107.700...............................................109.876% 60 2001.......................... 106.738...............................................108.230% 2002.......................... 105.775%...............................................106.584% The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company shall deliver to the Trustee annually a statement regarding compliance with the terms hereof, and the Company shall upon becoming aware of any Default of Event of Default, deliver to the Trustee a statement specifying such Default or Event of Default.

Acceleration. If any an Event of Default (other than an Event of Default specified in clauses (7) and (8) of Section 6.01 hereof) relating to the Company or any Restricted Subsidiary occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Company and the Trustee, may declare the unpaid principal amount of and any accrued interest on all the Notes to be due and payable immediately. Upon such declaration the principal and interest shall be due and payable immediately (together with the premium referred to in Section 6.01 hereof, if applicable); provided, however, that so long as any Senior Debt or any commitment therefor is outstanding under the Senior Credit Facility, any such notice or declaration shall not become effective until the earlier of (a) five Business Days after such notice is delivered to the representative for the Senior Debt or (b) the acceleration of any Indebtedness under the Senior Credit Facility. Notwithstanding the foregoing, if an Event of Default specified in clause (viii7) or (ix) 8) of Section 6.01 hereof occurs with respect relating to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes would constitute a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant SubsidiarySubsidiary occurs, all outstanding Notes such an amount shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, principal or interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiih) or (ixi) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding Notes is in their interest, except a Default or Event of Default relating to the payment of principal, premium or Special Interest, if any, or interest on the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders waive any existing Default or Event of Default and its consequences under this Indenture (except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, the Notes) and rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Special Interest, if any, that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs on or prior to May July 15, 2003 2006 by reason of any willful action (or inaction[Aaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May July 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%):

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viii) arising from certain events of bankruptcy or (ix) of Section 6.01 hereof occurs insolvency, with respect to the Company, any of its Significant Subsidiary that is a Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may by written notice to the Trustee may on behalf direct the Trustee in its exercise of all any trust or power. In the case of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May December 15, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding paying the prohibition on premium upon redemption of the Notes prior to such dateDecember 15, then2002, then the premium specified in the event of an optional redemption using the net cash proceeds of an Equity Offering shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default occurs and is continuingcontinuing under this Indenture, the Trustee Trustee, by notice to the Company, or the Holders holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding Upon such declaration, the foregoingprincipal of, premium, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to any, and accrued and unpaid interest and Liquidated Damages, if any, on the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Sections 6.01(g) or (h) hereof with respect to the Company or any of its Significant Subsidiaries, the foregoing amount shall ipso facto become due and payable without further action or notice. The Holders of a majority in aggregate principal amount No premium is payable upon acceleration of the then outstanding Notes by written notice to except that in the Trustee may on behalf case of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs that is the result of an action or inaction by the Company or any of its Restricted Subsidiaries intended to avoid restrictions on or premiums related to redemptions of the Notes contained in this Indenture or the Notes, the amount declared due and payable shall include the premium that would have been applicable on a voluntary prepayment of the Notes or, if voluntary prepayment is not then permitted, the premium set forth in this Indenture. Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15July 16, 2003 2000 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such datedate pursuant to Section 3.07 hereof, then, upon acceleration then the premium payable for purposes of this paragraph shall be 107% of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%paragraph, plus accrued interest, if any, to the date of payment.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) 8) or (ix9) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an In the case of any Event of Default occurs occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes3.07, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15, 2003 2003, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateMay 15, 2003, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE Year Percentage ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662.................................................. 116.50% 2000.......................... 107.700.................................................. 113.75% 60 2001.......................... 106.738.................................................. 111.00% 2002.......................... 105.775.................................................. 108.25%

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or a Guarantor or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding Upon any such declaration, the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders of a majority at least 66 2/3% in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, premium on, if any, interest or premium Special Interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after January 1, 2013 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15January 1, 2003 2013 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium the Applicable Premium shall also become and be immediately due and payable in an amountpayable, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding Holders of the foregoingNotes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Additional Interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall will also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 152008, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date2008, then, then the premium specified in this Indenture will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If In any Event of Default (other than an Event of Default specified in clause (vii) or (viii) of Section 6.01 hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and any accrued and unpaid interest on all the Notes Securities to be due and payable immediately. Notwithstanding Upon such declaration the foregoingprincipal, premium, if any, and interest shall be due and payable immediately. If an Event of Default specified in clause (viiivii) or (ixviii) of Section 6.01 hereof occurs with respect to the Company, Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes thereof such an amount shall IPSO FACTO become and be immediately due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount notice on the part of the then outstanding Notes by written notice to Trustee or any Holder. In the Trustee may on behalf case of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes Securities pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingSecurities. If an Event of Default occurs prior to May 15, 2003 by reason Any determination regarding the primary purpose of any willful such action (or inaction) taken , as the case may be, shall be made by and set forth in a resolution of the Board of Directors (or not taken) by or on behalf including the concurrence of a majority of the independent directors of the Company with then serving) delivered to the intention Trustee after consideration of avoiding the business reasons for such action or inaction, other than the avoidance of payment of such premium or prohibition on redemption redemption. In the absence of fraud, each such determination shall be final and binding upon the Notes prior Holders of Securities. Subject to such dateSection 7.01 hereof, then, upon acceleration of the Notes, an additional premium Trustee shall also become and be immediately due and payable in an amount, for each of entitled to rely on the years beginning on May 15 of the years determination set forth below, as set forth below (expressed as a percentage of the aggregate principal amount in any such resolutions delivered to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Trustee.

Acceleration. In the case of an Event of Default specified in clause (7) of Section 6.01 hereof, with respect to the Issuer, Xxxxxxx or any of Xxxxxxx’x Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of Xxxxxxx, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to Xxxxxxx and the foregoing, if an Issuer specifying the Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to Default. Upon any such declaration, the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after September —, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuer or any Guarantor with the intention of avoiding payment of the premium that the Company Issuer would have had to pay if the Company Issuer then had elected to redeem the Notes pursuant to Section 3.07 3.08 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15September —, 2003 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuer or any Guarantor with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 September — of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625Year Percentage 2010 110.0% 1999.......................... 108.6622011 110.0% 2000.......................... 107.7002012 110.0% 60 2001.......................... 106.738% 2002.......................... 105.7752013 110.0%

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if If an Event of Default specified in arises pursuant to clause (viii) or (ix6) of Section 6.01 hereof occurs with respect hereof, such Event of Default shall cease to exist if, at any time prior to the Companyacceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of its Restricted Subsidiaries that constitutes a Significant Subsidiary or court of competent jurisdiction. Upon any group of Restricted Subsidiaries thatsuch declaration, taken as a whole, would constitute a Significant Subsidiary, all outstanding the Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of the Holders of all of the Holders Notes, rescind an acceleration or waive any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes) and its consequences if the under this Indenture, if: (1) such rescission or waiver would not conflict with any judgment or decree and if of a court of competent jurisdiction; (2) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium that has become due solely because of the acceleration) , have been cured or waived. If an Event ; (3) all interest on overdue installments of Default occurs interest and overdue principal, which has become due otherwise than by reason such declaration of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereofacceleration, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payablehas been paid, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event payment of Default occurs prior to May 15, 2003 by reason of any willful action such interest is lawful; and (or inaction4) taken (or not taken) by or on behalf of the Company with has paid the intention Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of avoiding the prohibition on redemption of the Notes prior to such dateits counsel), then, upon acceleration of the Notes, an additional premium shall also become disbursements and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%advances. Section 6.03

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding First Mortgage Notes may declare all the First Mortgage Notes to be due and payable immediately. Upon any such declaration, the First Mortgage Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding First Mortgage Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding First Mortgage Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest (or Liquidated Damages) or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after April 1, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the First Mortgage Notes pursuant to Section 3.07 hereof, then, upon acceleration of the First Mortgage Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the First Mortgage Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15April 1, 2003 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the First Mortgage Notes prior to such date, then, upon acceleration of the First Mortgage Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 April 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the First Mortgage Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%):

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding In the foregoing, if event that a declaration of acceleration because of an Event of Default specified set forth in clause (viii) or (ix6) of Section 6.01 hereof occurs with respect to above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the Company, default triggering such Event of Default shall be remedied or cured by the Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or waived by the applicable holder or holders of Indebtedness (or an agent on behalf thereof) within 60 days after such declaration of acceleration. Upon any group of Restricted Subsidiaries thatsuch declaration, taken as a whole, would constitute a Significant Subsidiary, all outstanding the Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders In the case of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, then an equivalent premium shall also become and be immediately due and payablepayable upon acceleration of the Notes, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Senior Note Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately; provided, that so long as any Indebtedness permitted to be incurred pursuant to the Senior Credit Facilities shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such Indebtedness under the Senior Credit Facilities or (ii) five Business Days after receipt by the Company of written notice of such acceleration of the Senior Notes. Upon any such declaration, the Senior Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries that are Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Senior Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Senior Notes by written notice to the Senior Note Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after May 15, 2003, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Senior Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Senior Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Senior Note Indenture or in the Senior Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 2003, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding paying the prohibition on premium upon redemption of the Senior Notes prior to such date, then, upon acceleration of the Senior Notes, an additional a premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 15, of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625Year Percentage 1998 ............................................... 111.833% 1999.......................... 108.6621999 ............................................... 110.354% 2000.......................... 107.7002000 ............................................... 108.875% 60 2001.......................... 106.7382001 ............................................... 107.396% 2002.......................... 105.7752002 ............................................... 105.917%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of or Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after July 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May July 15, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 July 15th of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentenceamount): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625.............................................. 116.125% 1999.......................... 108.662.............................................. 113.438% 2000.......................... 107.700.............................................. 110.750% 60 2001.......................... 106.738% 2002.......................... 105.775.............................................. 108.063%

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix9) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after July 15, 2005 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May July 15, 2003 2005 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May July 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6252003.............................. 5.145% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.7752004.............................. 3.430%

Acceleration. If any an Event of Default (other than an Event of Default specified in clauses 8 and 9) under Section 6.01 occurs and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable immediately. Notwithstanding payable, by a notice in writing to the foregoingCompany (and to the Trustee, if given by Holders) specifying the respective Event of Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clause (viii) clauses 8 or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary9 above occurs, all unpaid principal of, and accrued interest on, the Notes then outstanding Notes shall be will become due and payable immediately immediately, without further action any declaration or notice. The Holders of a majority in aggregate principal amount other act on the part of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with or any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waivedHolder. If an any Event of Default occurs by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereofthe optional redemption provisions of paragraph 6 of the Notes, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15during any time that the Notes are outstanding, 2003 by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateNotes, then, the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If (i) (A) the Company or any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (1) all overdue installments of interest on all the Notes, an additional premium shall also (2) the principal of, and premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and be immediately due interest thereon at the rate or rates prescribed therefor in the Notes, (3) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in the Notes, and payable in an amount(4) all money paid or advanced by the Trustee thereunder and the reasonable compensation, for each expenses, disbursements and advances of the years beginning on May 15 Trustee, its agents and counsel; (B) all Events of Default, other than the nonpayment of the years set forth belowprincipal of any Notes that have become due solely by such declaration of acceleration, have been cured or waived as set forth below provided in this Indenture; and (expressed as C) the rescission would not conflict with any judgment or decree of a percentage court of competent jurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the date Company, the Subsidiary Guarantors and the Trustee of payment that would otherwise their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be due but for the provisions deemed rescinded and annulled. No such rescission will affect any subsequent Event of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Default or impair any right consequent thereon.

Acceleration. In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding ; provided, that so long as any Indebtedness permitted to be incurred pursuant to Credit Facilities is outstanding, such acceleration will not be effective until the foregoing, if an Event earlier of Default specified in clause (viii1) the acceleration of such Indebtedness under the Credit Facilities or (ix2) five Business Days after receipt by the Company of Section 6.01 hereof occurs with respect to the Company, any written notice of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or noticesuch acceleration. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with or waive any judgment existing Default or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs and its consequences, except as set forth under provisions (a)(1) and (a)(2) of Section 6.01. In the case of any Event of Default, occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by lawlaw upon the acceleration of the Notes, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May October 15, 2003 2007 by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateOctober 15, 2007, then, upon acceleration of the Notes, an additional premium of 111.25% of the principal amount of the Notes otherwise due shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%payable.

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Subordinated Notes may declare all the Subordinated Notes to be due and payable immediately. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viii) arising from certain events of bankruptcy or (ix) of Section 6.01 hereof occurs insolvency, with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Subordinated Notes will become due and payable without further action or notice. Upon any acceleration of maturity of the Subordinated Notes, all principal of and accrued interest on and Liquidated Damages, if any, of the Subordinated Notes shall be due and payable immediately without further action immediately. Holders of the Subordinated Notes may not enforce this Indenture or noticethe Subordinated Notes except as provided in this Indenture. The Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Subordinated Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Subordinated Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Subordinated Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingSubordinated Notes. If an Event of Default occurs prior to May 15March 12, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Subordinated Notes prior to such dateMarch 12, then2003, upon acceleration of then the Notes, an additional premium specified herein shall also become and be immediately due and payable in an amount, for each to the extent permitted by law upon the acceleration of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE Subordinated Notes. Year Percentage ---- ---------- 1998.......................... 109.625......................................118.333% 1999.......................... 108.662......................................116.042% 2000.......................... 107.700..................................... 113.750% 60 2001.......................... 106.738......................................111.459% 2002.......................... 105.775......................................109.167%

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Subordinated Notes may declare all the Subordinated Notes to be due and payable immediately. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viii) arising from certain events of bankruptcy or (ix) of Section 6.01 hereof occurs insolvency, with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Subordinated Notes will become due and payable without further action or notice. Upon any acceleration of maturity of the Subordinated Notes, all principal of and accrued interest on and Liquidated Damages, if any, of the Subordinated Notes shall be due and payable immediately without further action immediately. Holders of the Subordinated Notes may not enforce this Indenture or noticethe Subordinated Notes except as provided in this Indenture. The Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Subordinated Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Subordinated Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Subordinated Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingSubordinated Notes. If an Event of Default occurs prior to May 15March 12, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Subordinated Notes prior to such dateMarch 12, then2003, upon acceleration of then the Notes, an additional premium specified herein shall also become and be immediately due and payable in an amount, for each to the extent permitted by law upon the acceleration of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE Subordinated Notes. Year Percentage ---- ---------- 1998.......................... 109.625.......................................118.333% 1999.......................... 108.662.......................................116.042% 2000.......................... 107.700...................................... 113.750% 60 2001.......................... 106.738.......................................111.459% 2002.......................... 105.775.......................................109.167%

Acceleration. If any Event In the case of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) 8) or (ix9) of Section 6.01 hereof occurs hereof, with respect to the Company, any Restricted Subsidiary of its Restricted Subsidiaries the Company that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee, the Holders of at least 25% in aggregate principal amount of the Floating Rate Notes then outstanding or the Holders of at least 25% in aggregate principal amount of the Fixed Rate Notes then outstanding may declare all the Floating Rate Notes or Fixed Rate Notes, as the case may be, to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Floating Rate Notes by written notice to the Trustee may may, on behalf of the Holders of all the Floating Rate Notes, rescind an acceleration or waive any Default or Event of Default and its consequences under this Indenture with respect to the Floating Rate Notes except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Floating Rate Notes. The Holders of a majority in aggregate principal amount of the then outstanding Fixed Rate Notes by written notice to the Trustee may, on behalf of the Holders of all the Fixed Rate Notes, rescind an acceleration or waive any Default or Event of Default and its consequences if under this Indenture with respect to the rescission would not conflict with any judgment Fixed Rate Notes except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium that has become due solely because or Liquidated Damages, if any, on, or the principal of, the Fixed Rate Notes. In the case of the acceleration) have been cured or waived. If an any Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, then an equivalent premium shall also become and be immediately due and payablepayable upon acceleration of the Notes, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15March 1, 2003 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Floating Rate Notes prior to such date, then, upon acceleration of the Notes, then an additional premium shall also become and be immediately due and payable upon acceleration of the Floating Rate Notes, to the extent permitted by law, in an amount, for each of the years beginning on May 15 March 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Floating Rate Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625Year Percentage 2005 7.850 % 1999.......................... 108.6622006 5.888 % 2000.......................... 107.700If an Event of Default occurs prior to March 1, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Fixed Rate Notes prior to such date, then an additional premium shall also become and be immediately due and payable upon acceleration of the Fixed Rate Notes, to the extent permitted by law, in an amount, for each of the years beginning on March 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Fixed Rate Notes on the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage 2005 9.000 % 60 2001.......................... 106.7382006 7.875 % 2002.......................... 105.7752007 6.750 % 2008 5.625 %

Acceleration. If any an Event of Default occurs (other than an Event of Default specified in clauses (ix) or (x) of Section 6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Significant Subsidiary), shall have occurred and is be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare to be immediately due and payable the principal amount of all the Notes to be due then outstanding, plus accrued but unpaid interest and payable immediately. Notwithstanding the foregoingAdditional Interest, if any, to the date of acceleration. In the case of an Event of Default specified in clause clauses (viiiix) or (ixx) of Section 6.01 hereof occurs hereof, with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, together would constitute a Significant SubsidiarySubsidiary shall occur, such amount with respect to all outstanding the Notes shall be will become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or the Holders. The Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the limitations described in this Article 6, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf withhold from Holders notice of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment a Default or Event of Default relating to the payment of principal, premium, if any, or interest or premium Additional Interest, if any) if it determines that has become due solely because withholding notice is in their interest. In the case of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by the Company or on the Company's behalf of the Company with the intention of avoiding payment of the premium that the Company would have had been required to pay if the Company had then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall will also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 151, 2003 2009, by reason of any willful action (or inaction) inaction taken (or not taken) taken by the Company or on the Company's behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateMay 1, then2009, then the premium specified in Section 3.07 will also become immediately due and payable to the extent permitted by law upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default occurs (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the NotesIndenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15November 1, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to November 1, 2002, then the premium specified below shall become immediately due and payable if such dateEvent of Default occurs prior to November 1 of the years indicated below, thento the extent permitted by law, upon the acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE : Year Percentage ---- ---------- 1998.......................... 109.625........................................ 112.833% 1999.......................... 108.662........................................ 111.000% 2000.......................... 107.700........................................ 109.167% 60 2001.......................... 106.738% 2002.......................... 105.775........................................ 107.333%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes on October 15, 2002, pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by lawlaw upon acceleration of the Notes, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May October 15, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateOctober 15, then2002, upon acceleration of then the Notes, an additional premium specified in Section 3.07 hereof shall also become and be immediately due and payable in an amount, for each to the extent permitted by law upon acceleration of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Notes

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiivii) or (ixviii) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the 57 Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15December 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 December 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625................................ 114.000% 1999.......................... 108.662................................ 112.250% 2000.......................... 107.700................................ 110.500% 60 2001.......................... 106.738................................ 108.750% 2002.......................... 105.775................................ 107.000%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.01 hereof) with respect to the Company, any Significant Subsidiary that is a Restricted Subsidiary, as applicable, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiih) or (ixi) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries that are Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority the Notes may not enforce this Indenture or the Notes except as provided in aggregate principal amount this Indenture. In the case of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount . The Company is required to deliver to the date Trustee annually a statement regarding compliance with this Indenture, and the Company is required upon becoming aware of payment that would otherwise be due but for any Default or Event of Default, to deliver to the provisions Trustee a statement specifying such Default or Event of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Default.

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Notes and Additional Senior Notes, if any (voting as a single class), may declare all the Senior Notes to be due and payable immediately, by written notice to the Company (and to the Trustee if given by the Holders). Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary, all outstanding Senior Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Senior Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after July 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Senior Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Senior Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Senior Notes to the contrary notwithstanding. If an Event of Default occurs prior to May July 15, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Senior Notes prior to such date, then, upon acceleration of the Senior Notes, an additional premium shall also become and be immediately due and payable to the extent permitted by law in an amount, for each of the years beginning on May July 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE below: Year Percentage ---- ---------- 1997...................................... 113.50% 1998.......................... 109.625...................................... 112.25% 1999.......................... 108.662...................................... 110.50% 2000.......................... 107.700...................................... 108.75% 60 2001.......................... 106.738% 2002.......................... 105.775...................................... 107.00%

Acceleration. In the case of an Event of Default specified in clause (a)(8) or (a)(9) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding Upon any such declaration, the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, premium on, if any, or interest or premium Special Interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after April 1, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15April 1, 2003 2021 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium equal to the Applicable Premium shall also become and be immediately due and payable in an amountpayable, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%extent permitted by law.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.1 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 6.1 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after ________ __, 2001, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 3.7 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15_______ __, 2003 2001, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 ______ of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount Accreted Value to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE Year Percentage ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%----------

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix9) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after July 15, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May July 15, 2003 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May July 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6252003............................................................................. 8.750% 1999.......................... 108.6622004............................................................................. 7.875% 2000.......................... 107.7002005............................................................................. 7.000% 60 2001.......................... 106.7382006............................................................................. 6.125% 2002.......................... 105.7752007............................................................................. 5.250%

Acceleration. In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee (upon the request of the Holders of at least 25% in principal amount of the then outstanding Notes) or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii7) or (ix) 8) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Holders rescind an acceleration Notes waive any existing Default or Event of Default and its consequences if the rescission would not conflict with any judgment under this Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium that has become due solely because Liquidated Damages on, or the principal of, the Notes. In the case of the acceleration) have been cured or waived. If an any Event of Default occurs on or after June 6, 2007, by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall will also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15June 6, 2003 2007, by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateJune 6, 2007, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, amount for each of the years beginning on May 15 June 6 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%):

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii9) or (ix10) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a are Significant Subsidiary Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after April 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15April 1, 2003 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 April 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%):

Acceleration. If any Event of Default (other than an Event of Default specified in clause (vii) or (viii) of Section 6.01 hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and any accrued and unpaid interest on all the Notes Securities to be due and payable immediately. Notwithstanding Upon such declaration the foregoingprincipal, premium, if any, and interest shall be due and payable immediately. If an Event of Default specified in clause (viiivii) or (ixviii) of Section 6.01 hereof occurs with respect to the Company, Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes thereof such an amount shall IPSO FACTO become and be immediately due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount notice on the part of the then outstanding Notes by written notice to Trustee or any Holder. In the Trustee may on behalf case of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes Securities pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingSecurities. If an Event of Default occurs prior to May 15, 2003 by reason Any determination regarding the primary purpose of any willful such action (or inaction) taken , as the case may be, shall be made by and set forth in a resolution of the Board of Directors (or not taken) by or on behalf including the concurrence of a majority of the independent directors of the Company with then serving) delivered to the intention Trustee after consideration of avoiding the business reasons for such action or inaction, other than the avoidance of payment of such premium or prohibition on redemption redemption. In the absence of fraud, each such determination shall be final and binding upon the Notes prior Holders of Securities. Subject to such dateSection 7.01 hereof, then, upon acceleration of the Notes, an additional premium Trustee shall also become and be immediately due and payable in an amount, for each of entitled to rely on the years beginning on May 15 of the years determination set forth below, as set forth below (expressed as a percentage of the aggregate principal amount in any such resolutions delivered to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Trustee.

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes issued under this Indenture may declare all the such Notes to be due and payable immediately; provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the earlier of (i) the day which is five Business Days after the receipt by Representatives of Designated Senior Debt (other than the Notes) of written notice of acceleration or (ii) the date of acceleration of any Designated Senior Debt (other than the Notes). Notwithstanding the foregoing, if in the case of an Event of Default arising from an event specified in clause (viiih) or (ixi) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs under this Indenture prior to May August 15, 2003 2000 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, then an additional premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes, in an amount, for each of the years beginning on May August 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): below: -51- 55 YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6251996 109.875% 1999.......................... 108.6621997 108.641% 2000.......................... 107.7001998 107.407% 60 2001.......................... 106.738% 2002.......................... 105.7751999 106.172%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment a Default or Event of principal, interest Default relating to the payment of principal or premium interest) if it determines that has become due solely because of the acceleration) have been cured or waivedwithholding notice is in their interest. If an Event of Default occurs on or after March 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May March 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years twelve month period beginning on May March 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentencePrincipal Amount): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625...................................... 113.500% 1999.......................... 108.662...................................... 111.812% 2000.......................... 107.700...................................... 110.125% 60 2001.......................... 106.738...................................... 108.438% 2002.......................... 105.775...................................... 106.750%

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee may, and the Trustee at the request of such Holders shall, declare all the Notes to be due and payable immediately. Upon any such declaration, the principal of, premium, if any, and accrued and unpaid interest, if any, and Additional Interest, if any, shall become due and payable immediately. The Trustee has no duty or obligation to determine whether an Event of Default has occurred as a result of the events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. A Default under clause (4) of Section 6.01 will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viii) arising from certain events of bankruptcy or (ix) of Section 6.01 hereof occurs insolvency, with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. Any such declaration with respect to the Notes may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, (ii) all existing Events of Default (have been cured or waived except nonpayment of principal, principal of or interest or premium on the Notes that has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the accelerationcure or waiver of a Default or Event of Default of the type described in clause (7) have of Section 6.01 the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. If an Event of No such rescission shall affect any subsequent Default occurs by reason of or impair any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%right consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) 8) or (ix9) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, when taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after August 1, 2008 by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15August 1, 2003 2008 by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateAugust 1, then2008, then the premium specified in the paragraph above will also become immediately due and payable, to the extent permitted by law, upon the acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiig) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Significant Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15December 1, 2003 2001 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable payable, to the extent permitted by law, in an amount, for each of the years beginning on May 15 December 1 of the years set forth below, as set forth below (expressed as a percentage percentages of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- Year Percentage 1997..................................................................110.125% 1998.......................... 109.625..................................................................108.438% 1999.......................... 108.662..................................................................106.750% 2000.......................... 107.700..................................................................105.063% 60 2001.......................... 106.738% 2002.......................... 105.775..................................................................103.375%

Acceleration. If any Event of Default occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately. Upon such declaration, the principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Senior Notes shall be due and payable immediately. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viiiarising under Sections 6.01(g) or (ixh) of Section 6.01 hereof occurs with respect to the Company, Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries thatSubsidiaries, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes the foregoing amount shall be ipso facto become due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount No premium is payable upon acceleration of the then outstanding Senior Notes by written notice to except that in the Trustee may on behalf case of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs that is the result of an action or inaction by the Company or any of its Subsidiaries intended to avoid restrictions on or premiums related to redemptions of the Senior Notes contained in this Indenture or the Senior Notes, the amount declared due and payable shall include the premium that would have been applicable on a voluntary prepayment of the Senior Notes. Holders of the Senior Notes may not enforce this Indenture or the Senior Notes except as provided herein. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Senior Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (i) or (j) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiii) or (ixj) of Section 6.01 hereof occurs with respect to the Company, any Restricted Subsidiary of its Restricted Subsidiaries the Company that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment a Default or Event of principal, interest Default relating to the payment of principal or premium interest) if it determines that has become due solely because of the acceleration) have been cured or waivedwithholding notice is in their interest. If an Event of Default occurs on or after February 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15February 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 February 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%):

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the earlier of (i) the day which is five Business Days after receipt by the Representatives of Designated Senior Debt of such notice of acceleration or (ii) the date of acceleration of any Designated Senior Debt. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viii) arising from certain events of bankruptcy or (ix) of Section 6.01 hereof occurs insolvency, with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15________, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date________, then2003, upon acceleration of then the Notes, an additional premium specified below shall also become and be immediately due and payable in an amount, for each to the extent permitted by law upon the acceleration of the Notes during the twelve-month period ending on May 1 of the years beginning on May 15 of the years set forth indicated below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): : YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% ..........................................................______% 1999.......................... 108.662% ..........................................................______% 2000.......................... 107.700% 60 ..........................................................______% 2001.......................... 106.738% ..........................................................______% 2002.......................... 105.775%..........................................................______% 2003..........................................................______%

Acceleration. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if (other than an Event of Default specified in clause clauses (viii) or (ix) of Section 6.01 hereof occurs hereof, with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, together would constitute a Significant Subsidiary), shall have occurred and be continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable the principal amount of all outstanding the Notes then outstanding, plus accrued but unpaid interest and Additional Interest, if any, to the date of acceleration. In the case of an Event of Default specified in clauses (viii) or (ix) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Significant Subsidiary shall be occur, such amount with respect to all the Notes will become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or the Holders. The Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the limitations described in this Article 6, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf withhold from Holders notice of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment a Default or Event of Default relating to the payment of principal, premium, if any, or interest or premium Additional Interest, if any) if it determines that has become due solely because withholding notice is in their interest. In the case of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by the Company or on the Company’s behalf of the Company with the intention of avoiding payment of the premium that the Company would have had been required to pay if the Company had then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall will also become and be immediately due and payable in an amount, for each to the extent permitted by law upon the acceleration of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Notes.

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences if the rescission would not conflict with any judgment under this Indenture except a continuing Default or decree and if all existing Events Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes (except nonpayment of principalprincipal of, interest premium on, if any, or premium interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived). If an Event of Default occurs on or after January 15, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May January 15, 2003 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable payable, to the extent permitted by law, in an amount, for each of the years beginning on May January 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625Year Percentage 2010 7.625000 % 1999.......................... 108.6622011 6.671850 % 2000.......................... 107.7002012 5.718750 % 60 2001.......................... 106.738% 2002.......................... 105.7752013 4.765625 %

Acceleration. If any an Event of Default occurs (other than an Event of Default specified in clauses (ix) or (x) of Section 6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Significant Subsidiary), shall have occurred and is be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare to be immediately due and payable the principal amount of all the Notes to be due then outstanding, plus accrued but unpaid interest and payable immediately. Notwithstanding the foregoingAdditional Interest, if any, to the date of acceleration. In the case of an Event of Default specified in clause clauses (viiiix) or (ixx) of Section 6.01 hereof occurs hereof, with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, together would constitute a Significant SubsidiarySubsidiary shall occur, such amount with respect to all outstanding the Notes shall be will become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or the Holders. The Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the limitations described in this Article 6, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf withhold from Holders notice of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment a Default or Event of Default relating to the payment of principal, premium, if any, or interest or premium Additional Interest, if any) if it determines that has become due solely because withholding notice is in their interest. In the case of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by the Company or on the Company’s behalf of the Company with the intention of avoiding payment of the premium that the Company would have had been required to pay if the Company had then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall will also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15June 1, 2003 2010 by reason of any willful action (or inaction) inaction taken (or not taken) taken by the Company or on the Company’s behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateJune 1, then2010, then the premium specified in Section 3.07 will also become immediately due and payable to the extent permitted by law upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.01 hereof with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiih) or (ixi) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders In the case of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 151, 2003 2002, by reason of any willful action (or inaction) taken 66 (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateMay 1, then2002, then the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. In the case of an Event of Default specified in clause (8) of Section 6.01 hereof, with respect to the Issuer, Cxxxxxx or any of Cxxxxxx’x Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of Cxxxxxx, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to Cxxxxxx and the foregoing, if an Issuer specifying the Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to Default. Upon any such declaration, the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after December 1, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuer or any Guarantor with the intention of avoiding payment of the premium that the Company Issuer would have had to pay if the Company Issuer then had elected to redeem the Notes pursuant to Section 3.07 3.08 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15December 1, 2003 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuer or any Guarantor with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 December 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625Year Percentage 2005 107.625 % 1999.......................... 108.6622006 107.625 % 2000.......................... 107.7002007 107.625 % 60 2001.......................... 106.738% 2002.......................... 105.7752008 107.625 %

Acceleration. In the case of an Event of Default under clause (h) or (i) of Section 6.01 with respect to the Company or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately by notice in writing to the Company specifying the Event of Default provided, however, that so long as any Indebtedness permitted to be Incurred pursuant to the Credit Agreement will be outstanding, that acceleration will not be effective until the earlier of (a) an acceleration of Indebtedness under the Credit Agreement or (b) five Business Days after receipt by the Company and the agent under the Credit Agreement of written notice of the acceleration of the Notes. Notwithstanding In the foregoing, if event of a declaration of acceleration of the Notes because an Event of Default specified has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (viiie) or of Section 6.01, the declaration of acceleration of the Notes will be automatically annulled if (ixi) the holders of all Indebtedness described in such clause (e) of Section 6.01 hereof occurs with have rescinded the declaration of acceleration in respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount such Indebtedness within 45 days of the then outstanding Notes by written notice to date of such declaration (and the Trustee may on behalf of all annulment of the Holders rescind an acceleration and its consequences if of the rescission Notes would not conflict with any judgment or decree of a court of competent jurisdiction) and if (ii) all existing Events of Default (Default, except nonpayment non-payment of principal, principal or interest or premium on the Notes that has become became due solely because of the acceleration) acceleration of the Notes, have been cured or waived. If an In the case of any Event of Default occurs occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes3.07, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuer and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiih) or (ixi) of Section 6.01 6.1 hereof occurs with respect to the Company, Cott or any of its Restricted Subsidiaries Subsidiary that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Holders Notes rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and if decree, (ii) all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived, and (iii) the Issuer has paid to the Trustee all amounts due to Trustee pursuant to Section 7.7. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event or Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) on behalf of the Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to December 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to such dateDecember 15, then2006, then a premium equal to the interest rate on the Notes shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount . The Issuer is required to deliver to the date Trustee annually a written statement regarding compliance with this Indenture, and the Issuer is required upon becoming aware of payment that would otherwise be due but for any Default or Event of Default, to deliver to the provisions Trustee a written statement specifying such Default or Event of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%Default.

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if If an Event of Default specified in arises pursuant to clause (viii) or (ix6) of Section 6.01 hereof occurs with respect hereof, such Event of Default shall cease to exist if, at any time prior to the Companyacceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of its Restricted Subsidiaries that constitutes a Significant Subsidiary or court of competent jurisdiction. Upon any group of Restricted Subsidiaries thatsuch declaration, taken as a whole, would constitute a Significant Subsidiary, all outstanding the Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of the Holders of all of the Holders Notes, rescind an acceleration and its consequences if provided all amounts owing to the rescission would not conflict with Trustee have been paid or waive any judgment existing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a continuing Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of in the Company with the intention of avoiding payment of interest or premium, if any, on, or the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereofprincipal of, then, upon acceleration of the Notes) and its consequences under this Indenture, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%if:

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding Upon any such declaration, the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or noticeimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders Holders, rescind an acceleration and its consequences consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after October 1, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15October 1, 2003 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable payable, to the extent permitted by law, in an amount, for each of the years beginning on May 15 October 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625Year Percentage 2004 8.00 % 1999.......................... 108.6622005 7.00 % 2000.......................... 107.7002006 6.00 % 60 2001.......................... 106.738% 2002.......................... 105.7752007 5.00 %

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the earlier of (i) the day which is five Business Days after receipt by the Representatives of Designated Senior Debt of such notice of acceleration or (ii) the date of acceleration of any Designated Senior Debt. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viii) arising from certain events of bankruptcy or (ix) of Section 6.01 hereof occurs insolvency, with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15August 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateAugust 1, then2003, upon acceleration of then the Notes, an additional premium specified below shall also become and be immediately due and payable in an amount, for each to the extent permitted by law upon the acceleration of the Notes during the twelve-month period ending on December 1 of the years beginning on May 15 of the years set forth indicated below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): : YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625................................................. 112.000% 1999.......................... 108.662................................................. 110.667% 2000.......................... 107.700................................................. 109.333% 60 2001.......................... 106.738................................................. 108.000% 2002.......................... 105.775................................................. 106.667% 2003................................................. 105.333%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company, any Material Restricted Subsidiary or any group of Material Restricted Subsidiaries that, taken as a whole, would constitute a Material Restricted Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiif) or (ixg) of Section 6.01 hereof occurs with respect to the Company, any of its Material Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Material Restricted Subsidiaries that, taken as a whole, would constitute a Significant Material Restricted Subsidiary), all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of any principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after October 1, 2001 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15October 1, 2003 2001 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 October 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount Accreted Value to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1997. . . . . . . . . . . . . . . . . . . . . 113.000% 1998.......................... 109.625. . . . . . . . . . . . . . . . . . . . . 111.750% 1999.......................... 108.662. . . . . . . . . . . . . . . . . . . . . 110.500% 2000.......................... 107.7002000 . . . . . . . . . . . . . . . . . . . . 109.250% 60 2001.......................... 106.738% 2002.......................... 105.775. . . . . . . . . . . . . . . . . . . . . 108.000%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.01 hereof with respect to the Company, any Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may direct the Trustee to declare all the Notes to be due and payable immediately. However, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facilities shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such Indebtedness under the New Credit Facilities; or (ii) five Business Days after receipt by the Company and the administrative agent under the New Credit Facilities of written notice of such acceleration. Except as stated in the prior sentence, upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viiih) or (ixi) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived; PROVIDED that, in the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (e) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and (ii) all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default occurs on or after March 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May March 15, 2003 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May March 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6252002.............................................. 112.832% 1999.......................... 108.6622003.............................................. 110.999% 2000.......................... 107.7002004.............................................. 109.166% 60 2001.......................... 106.738% 2002.......................... 105.7752005.............................................. 107.333%

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii9) or (ix10) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after November 15, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, the Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee that an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May November 15, 2003 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateNovember 15, 2008, then, upon acceleration of the Notes, the Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee that an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May November 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6252003................................................................. 108.833% 1999.......................... 108.6622004................................................................. 107.729% 2000.......................... 107.7002005................................................................. 106.625% 60 2001.......................... 106.7382006................................................................. 105.521% 2002.......................... 105.7752007................................................................. 104.417%

Acceleration. If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.1 hereof with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Company (and the Trustee, if such notice is given by such Holders) may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Liquidated Damages, if any, on the Notes (i) shall become immediately due and payable; or (ii) if there is any Designated Senior Indebtedness outstanding, shall become due and payable upon the first to occur of (a) an acceleration under such Designated Senior Indebtedness or (b) five days after receipt by the Company and the Senior Representative for such Designated Senior Indebtedness of such acceleration notice, unless all Events of Default specified in such acceleration notice (other than any Event of Default in respect of non-payment of principal, premium, or interest, if any, which has become due solely by reason of such declaration of acceleration) shall have been cured. Notwithstanding the foregoing, if an Event of Default specified in clause (viiih) or (ixi) of Section 6.01 6.1 hereof occurs with respect to the Company, Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee may may, on behalf of the Holders of all of the Holders Notes, rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all existing sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (b) all overdue interest on all Notes, and (c) to the extent that payment of such interest is lawful, interest upon overdue interest and Liquidated Damages, if any, at the rate borne by the Notes; and (ii) all Events of Default (except nonpayment Default, other than the non-payment of principal, interest or premium that principal of the Notes which has become due solely because by such declaration of the acceleration) , have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (h) of Section 6.01 hereof with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ixh) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes Subsidiary constituting a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then BACK outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause clauses (viiig) or (ixh) of Section 6.01 hereof occurs 6.1 with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of this Indenture and if the maturity of the NotesNotes is accelerated, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May 15June 1, 2003 and if the maturity of the Notes is accelerated, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateJune 1, then2003, upon acceleration of then the Notes, an additional premium specified below shall also become and be immediately due and payable in an amount, for each to the extent permitted by law upon the acceleration of the Notes during the twelve-month period ending on June 1 of the years beginning on May 15 indicated below: Year Percentage 1998.................................... 110.875% 1999.................................... 110.875% 2000 ................................... 110.875% 2001.................................... 109.0625% 2002 ................................... 107.2500% The Holders of the years set forth below, as set forth below (expressed as a percentage of the majority in aggregate principal amount of the Notes then outstanding by written notice to the date Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event or Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment that would otherwise be due but for of interest on, or the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%principal of, the Notes.

Acceleration. In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries (other than Exempt Subsidiaries) that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company (other than the Exempt Subsidiaries) that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after December 15, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May December 15, 2003 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May December 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.6252003....................................................... 108.0% 1999.......................... 108.6622004....................................................... 107.2% 2000.......................... 107.7002005....................................................... 106.4% 60 2001.......................... 106.7382006....................................................... 105.6% 2002.......................... 105.7752007....................................................... 104.8%

Acceleration. If any Event of Default (other than those of the type described in clause (i) of Section 6.1) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of all the Notes Notes, together with all accrued and unpaid interest and premium, if any, to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration, and the same shall become immediately due and payable. Notwithstanding In the foregoing, if case of an Event of Default specified in clause (viii) or (ixi) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary6.1 hereof, all outstanding Notes shall be become due and payable immediately without further action or noticenotice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. If the Notes are accelerated or otherwise become due prior to their maturity date as a result of an Event of Default, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes, in effect on the date of such acceleration as if such acceleration were an optional redemption of the Notes accelerated. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a voluntary or involuntary bankruptcy or insolvency event (including the acceleration of claims by operation of law) or pursuant to a plan of reorganization), the premium applicable with respect to an optional redemption of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations hereunder, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or the Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes. At any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee Trustee) may on behalf of all of the Holders rescind an acceleration and cancel such declaration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%if:

Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if in the case of an Event of Default specified in clause (viii) arising from certain events of bankruptcy or (ix) of Section 6.01 hereof occurs insolvency, with respect to the Company, any of its Significant Subsidiary that is a Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a wholetogether, would constitute a Significant Subsidiary, all outstanding Notes shall be will become due and payable immediately without further action or notice. The Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee in its exercise of any trust or power. The Trustee may on behalf of all withhold from Holders of the Holders rescind an acceleration and its consequences if the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest a Default or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereofthe optional redemption provisions of this Indenture, then, upon acceleration the Holders of a majority in principal amount of the Notes, then outstanding Notes may direct the Trustee that an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to May December 15, 2003 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding paying the prohibition on premium upon redemption of the Notes prior to such dateDecember 15, then2002, then the Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee that the premium specified in the event of an optional redemption using the net cash proceeds of an Equity Offering shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%.