Common use of Authorization of Notes Clause in Contracts

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] aggregate principal amount of its [___]% Senior Notes due [__________, ____] (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 14). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 75,000,000 aggregate principal amount of its [___]6.81% Senior Notes due [__________March 31, ____] 2007 (the “"Notes”, ," such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 275,000,000 aggregate principal amount of its [___]% Class D Senior Notes due [__________(as they may from time to time be amended or supplemented, ____] (the “Notes”, ,” such term to include any such notes issued in substitution therefor pursuant to Section SECTION 14). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The obligations of the Company under the Notes and this Agreement will be guaranteed by the Trust pursuant to SECTION 13.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 150,000,000 aggregate principal amount of its [___]5.83% Senior Notes due [__________May 9, ____] 2007 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize has authorized the issue and sale [outside _______] of $[__________] 100,000,000 aggregate principal amount of its [___]7.687% Senior Notes due [__________September 12, ____] 2010 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 90,000,000 aggregate principal amount of its [___]5.77% Senior Notes due [__________March 27, ____] 2013 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 11.1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 40,000,000 aggregate principal amount of its [___]6.44% Senior Notes due [__________July 15, ____] 2005 (the “"Notes”, ," such term to include any such notes issued in substitution therefor pursuant to Section 14SECTION 13 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit EXHIBIT 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule SCHEDULE B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 35,000,000 aggregate principal amount of its [___]7.12% Senior Notes due [__________November 1, ____] 2010 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by each Purchaser and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize has authorized the issue and sale [outside _______] of $[__________] 125,000,000 aggregate principal amount of its [___]4.22% Senior Notes Notes, due [__________August 15, ____] 2028 (the “Notes”, such term to include any such notes Notes issued in substitution therefor pursuant to Section 1413 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by such Purchasers of such Notes and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 75,000,000 aggregate principal amount of its [___]3.66% Series I Senior Notes due [__________May 17, ____] 2033 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1. A. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 125,000,000 aggregate principal amount of its [___]5.47% Senior Notes Notes, Series 2022C, due [__________October 24, ____] 2052 (the “Notes”, ” such term to shall also include any such notes Notes issued in substitution therefor pursuant to Section 1413 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. References to a “Section” are references to a Section of this Agreement unless otherwise specified.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] aggregate 50,000,000 aggre- gate principal amount of its [___]7% Senior Notes due [__________February 1, ____] 2026 (the “‘‘Notes”’’, such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “‘‘Schedule” ’’ or an “‘‘Exhibit” ’’ are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 30,000,000 aggregate principal amount of its [___]8.50% Senior Secured Notes due [__________, ____] 2006 (the “Notes”"NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Notes will be secured by the Collateral, all as provided in the Security Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 40,000,000 aggregate principal amount of its [___]7.11% Senior Notes due [__________April 1, ____] 2012 (the “Notes”"NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” "SCHEDULE" or an “Exhibit” "EXHIBIT" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 300,000,000 aggregate principal amount of its [___]4.66% Senior Guaranteed Notes due [__________March 5, ____] 2011 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by each Purchaser and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 75,000,000 aggregate principal amount of its [___]6.96% Senior Notes due [__________May 1, ____] 2013 (the “"Notes”, ," such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by each Purchaser and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 100,000,000 aggregate principal amount of its [___]6.66% Senior Notes due [__________May 4, ____] 2010 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. .c.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 100,000,000 aggregate principal amount of its [___]6.72% Senior Notes due [__________September 8, ____] 2010 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 14toSection 13 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 50,000,000 aggregate principal amount of its [___]6.31% Senior Guaranteed Notes due [__________July 30, ____] 2006 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 25,000,000 aggregate principal amount of its [___]6.55% Senior Notes due [__________April 15, ____] 2013 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by each Purchaser and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 50,000,000 aggregate principal amount of its [___]5.62% Senior Notes due [__________January 20, ____] 2004 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 9,000,000 aggregate principal amount of its [___]% Floating Rate Senior Secured Notes due [__________December 28, ____] 2001 (the “Notes”"NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 250,000,000 aggregate principal amount of its [___]6.25% Senior Notes due [__________April 11, ____] 2016 (the “Notes”"NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of up to $[__________] 7,000,000 aggregate principal amount of its [___]6% Senior Notes due [__________April 1, ____] 2012 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1411 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 35,000,000 aggregate principal amount of its [___]7.95% Senior Notes due [__________December 31, ____] 2003 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 60,000,000.00 aggregate principal amount of its [___]6.93% Senior Notes due [__________June 9, ____] 2008 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 45,000,000 aggregate principal amount of its [___]6.99% Senior Secured Notes due [__________, ____] 2009 (the “Notes”"NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize has authorized the issue and sale [outside _______] of $[__________] 40,000,000 aggregate principal amount of its [___]7.71% Senior Notes due [__________March 31, ____] 2007 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 30,000,000 aggregate principal amount of its [___]8.12% Senior Notes due [__________September 16, ____] 2009 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize has authorized the issue and sale [outside _______] of $[__________] 70,000,000 aggregate principal amount of its [___]9.49% Senior Notes due [__________April 1, ____] 2006 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 50,000,000 aggregate principal amount of its [___]7.92% Senior Notes due [__________September 1, ____] 2006 (the “Notes”"NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 50,000,000 aggregate principal amount of its [___]5.46% Guaranteed Senior Notes Notes, due [__________April 29, ____] 2020 (the “Notes”, ,” such term to shall also include any such notes issued in substitution therefor pursuant to Section 1413). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 125,000,000 aggregate principal amount of its [___]7.31% Senior Notes due [__________April 30, ____] 2004 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 75,000,000 aggregate principal amount of its [___]6.77% Senior Notes due [__________June 1, ____] 2009 (the “Notes”"NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 25,000,000 aggregate principal amount of its [___]6.92% Senior Notes due [__________September 30, ____] 2004 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. .

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 125,000,000 aggregate principal amount of its [___]3.63% Senior Notes due [__________June 21, ____] 2046 (the “Notes”, such ,” the term to Notes shall also include any such notes issued in substitution therefor for the Notes pursuant to Section 1413 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. References to a “Section” are references to a Section of this Agreement unless otherwise specified.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 60,000,000 aggregate principal amount of its [___]6.54% Senior Notes due [__________March 15, ____] 2010 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by each Purchaser and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Authorization of Notes. The Company will authorize the issue and sale [outside _______] of $[__________] 75,000,000 aggregate principal amount of its [___]8.23% Senior Notes due [__________October 19, ____] 2006 (the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1413 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.