Common use of Creation of Series; Establishment of Form Clause in Contracts

Creation of Series; Establishment of Form. In accordance with Section 2.01 of the Base Indenture, there is hereby created a series of Securities under the Indenture entitled “3.75% Senior Notes due 2023”. (a) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (b) The Trustee shall authenticate or deliver the Notes for original issue in an initial aggregate principal amount of $500,000,000 upon receipt of a Company Order for the authentication and delivery of the Notes. The Company may from time to time issue additional Notes in accordance with Section 2.01 of the Base Indenture. The Notes issued originally hereunder, together with any additional Notes subsequently issued, shall be treated as a single class for purposes of the Indenture. (c) The aggregate Principal Amount of the Notes shall be due and payable at the Stated Maturity unless earlier repaid in accordance with this Supplemental Indenture. (d) The outstanding Principal Amount of the Notes shall bear interest at a rate of 3.75% per annum, from the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually in arrears on each Interest Payment Date, commencing on August 15, 2013, to the Person in whose name the Notes are registered at the close of business on the Regular Record Date, and at Maturity, until the principal thereof is paid or made available for payment. Interest on the Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months. (e) If any Interest Payment Date, Redemption Date, Change of Control Payment Date or Maturity date is not a Business Day, the payment of principal, premium, if any, and interest, as applicable, will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period from and after any Interest Payment Date, Redemption Date, Change of Control Payment Date or the Maturity date, as the case may be, to the date payment is made on such next succeeding Business Day. (f) All amounts payable in connection with the Notes shall be denominated and payable in the lawful currency of the United States. (g) The Notes shall be payable and may be presented for registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in the State of New York, City of New York, Borough of Manhattan, which shall initially be the office or agency of the Trustee. (h) The Company may appoint and change any Paying Agent, Security Registrar or co-registrar without notice, other than notice to the Trustee, except that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan. The Company shall enter into an appropriate agency agreement with any agent not a party to the Indenture that shall implement the provisions of the Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee of the name and address of any such agent and any change in the address of such agent. If the Company fails to maintain a Paying Agent, Security Registrar and/or agent for service of notices and demands, the Trustee shall act as such Paying Agent, Security Registrar or agent for service of notices and demands. The Company may remove any Paying Agent or Security Registrar upon written notice to such Paying Agent or Security Registrar and the Trustee; and any such Paying Agent or Security Registrar may resign as such Paying Agent or Security Registrar, as the case may be, upon written notice to the Company and the Trustee; provided that no such removal or resignation shall become effective until (i) the acceptance of an appointment by a successor Paying Agent or Security Registrar, as the case may be, as evidenced by an appropriate agency agreement entered into by the Company and such successor and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Paying Agent or Security Registrar until the appointment of a successor agent in accordance with clause (i) of this proviso. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Security Registrar or co-registrar. (i) Article 11 of the Base Indenture shall have no force or effect in respect of, or application to, the Notes.

Creation of Series; Establishment of Form. In accordance with Section 2.01 3.01 of the Base Indenture, there is hereby created a series of Securities under the Indenture entitled “3.75% "Zero-Coupon Convertible Senior Notes due 2023”Due 2021". (a1) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (b2) The Trustee shall authenticate or deliver the Notes for original issue in an initial aggregate principal amount of $500,000,000 upon receipt of a Company Order for the authentication and delivery of the Notes. The Company may from time Subject to time issue additional Notes in accordance with Section 2.01 3.01 of the Base Indenture. The Notes issued originally hereunderIndenture and applicable law, together with any additional Notes subsequently issued, shall be treated as a single class for purposes the aggregate Principal Amount at Final Maturity of the IndentureNotes which may be authenticated and delivered under this Supplemental Indenture is limited to $610,400,000 (subject to increase without any further action by up to $91,560,000 if, and to the extent, the overallotment option granted under the Purchase Agreement between the Company and the initial purchasers of the Notes as set forth therein, dated December 10, 2001, is exercised). (c3) The aggregate Principal Amount at Final Maturity of the Notes shall be due and payable at on the Stated Final Maturity Date unless earlier repaid or converted in accordance with this Supplemental Indenture. (d) The outstanding , provided, however, that if the Notes are converted to Cash Pay Notes as provided in Section 2.09, the amount due on the Final Maturity Date shall be the Restated Principal Amount thereof. If any of the conditions allowing conversion of Notes by their Holder set forth in paragraph 10 of the Notes shall bear interest are met on the Final Maturity Date and the Sale Price of the Notes on the preceding Trading Day is greater than the Accreted Value, the Company may make payment of the Principal Amount at a rate of 3.75% per annum, from the Issue Date Final Maturity or from the most recent Interest Payment Date to which interest has been paid or duly provided forRestated Principal Amount, as the case may be, payable semiannually in arrears on each Interest Payment Dateand any accrued and unpaid interest, commencing on August 15, 2013, to the Person in whose name the Notes are registered at the close of business on the Regular Record Date, and at Maturity, until the principal thereof is paid or made available for payment. Interest on the Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months. (e) If any Interest Payment Date, Redemption Date, Change of Control Payment Date or Maturity date is not a Business Day, the payment of principal, premium, if any, and interest, as applicable, will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period from and after any Interest Payment Date, Redemption Date, Change of Control Payment Date or the Maturity date, as the case may be, to the date payment is made on such next succeeding Business Day. (f4) The Notes shall be issued at an Issue Price of $819.14 per $1,000 Principal Amount at Final Maturity. Except as provided for in Sections 2.09 and 2.11 herein and paragraph 1 of the Notes, there shall be no periodic payments of interest on the Notes. The calculation of the accrual of Original Issue Discount in the period during which each Note remains outstanding shall be on a semiannual bond equivalent basis using a 360-day year composed of twelve 30-day months, and such accrual shall commence on the Issue Date of the Notes. In the event of the maturity, conversion, conversion to Cash Pay Notes, purchase by the Company at the option of a Holder or redemption of a Note, Original Issue Discount, if any, shall cease to accrue on such Note, under the terms and subject to the conditions of this Supplemental Indenture. (5) All amounts payable in connection with the Notes shall be denominated and payable in the lawful currency of the United States. (g6) The Notes shall be payable and may be presented for conversion, registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in the State of New York, City of New York, Borough of Manhattan, which shall initially be the office or agency of the Trustee. (h7) The Company may appoint and change any Paying Agent, Conversion Agent, Bid Agent, Security Registrar or co-registrar without notice, other than notice to the Trustee, except that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan. The Company shall enter into an appropriate agency agreement with any agent Agent not a party to the Indenture that Indenture. The agreement shall implement the provisions of the Indenture that relate to such agentAgent. The Company shall give prompt written notice to the Trustee of the name and address of any such agent Agent and any change in the address of such agentAgent. If the Company fails to maintain a Paying Agent, Conversion Agent, Bid Agent, Security Registrar and/or agent for service of notices and demands, the Trustee shall act as such Security Paying Agent, Conversion Agent, Bid Agent, Security Registrar or agent for service of notices and demands. The Company may remove any Paying Agent, Conversion Agent, Bid Agent or Security Registrar upon written notice to such Paying Agent, Conversion Agent, Bid Agent or Security Registrar and the Trustee; and any such Paying Agent or Security Registrar may resign as such Paying Agent or Security Registrar, as the case may be, upon written notice to the Company and the Trustee; provided that no such removal or resignation shall become effective until (i) the acceptance of an appointment by a successor Paying Agent, Conversion Agent, Bid Agent or Security Registrar, as the case may be, Registrar as evidenced by an appropriate agency agreement entered into by the Company and such successor and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Paying Agent, Conversion Agent, Bid Agent or Security Registrar until the appointment of a successor agent Agent in accordance with clause (i) of this proviso. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Security Registrar or co-registrar. (i) Article 11 8) Sections 10.09, 10.10 and 10.11 and Articles 12 and 13 of the Base Indenture shall have no force or effect in respect of, or application to, the Notes.

Creation of Series; Establishment of Form. In accordance with Section 2.01 of the Base Indenture, there (1) There is hereby created established a new series of Securities under the Indenture entitled “3.75—% Senior Notes due 2023”20—— . (a2) The form of the Notes, including the form of the certificate of authenticationauthentication and the guarantee, is attached hereto as Exhibit A. (b3) The Trustee shall authenticate or and deliver the Notes for original issue in an initial aggregate principal amount of $500,000,000 — upon receipt of a Company Order for the authentication and delivery of the Notes. The Company may from time to time time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Section 2.01 Sections 301 and 901 of the Base Original Indenture. Any such additional Notes subsequently issued shall not be limited by the aggregate principal amount of this Supplemental Indenture and will have the same ranking, interest rate, maturity date and other terms as the Notes. The Notes issued originally hereunder, together with any additional Notes subsequently issued, shall be treated as a single class series for purposes of the Indenture. (c4) The aggregate Principal Amount Notes shall be issued in registered form without coupons. (5) The Notes shall not have a sinking fund. (6) The Stated Maturity of the principal of the Notes shall be due and payable at the Stated Maturity unless earlier repaid in accordance with this Supplemental Indenture.—, 20——. (d7) The outstanding Principal Amount principal amount of the Notes shall bear accrue interest at a the rate of 3.75—% per annumannum (the “Interest Rate”), from the Issue Date —, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually semi-annually in arrears on each Interest Payment Date, commencing on August 15—, 20132008, to the Person Persons in whose name names the Notes are registered at the close of business on the Regular Record Date directly preceding the Interest Payment Date, and at Maturity, until the principal thereof is paid or made available for payment. Interest on the Notes will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months. (e) If any Interest Payment Date, Redemption Date, Change of Control Payment Date or Maturity date . Any such interest that is not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such relevant Regular Record Date and may either be paid to the Person or Persons in whose name the Notes are registered at the close of business on a Business Day, Special Record Date for the payment of principalsuch Defaulted Interest to be fixed by the Trustee pursuant to Section 307 of the Original Indenture, premiumnotice whereof shall be given to Holders of the Notes not more than fifteen (15) and not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and interestupon such notice as may be required by any such exchange, all as applicable, will be made on more fully provided in the next succeeding Business Day. No interest will accrue on the amount so payable for the period from and after any Interest Payment Date, Redemption Date, Change of Control Payment Date or the Maturity date, as the case may be, to the date payment is made on such next succeeding Business DayOriginal Indenture. (f) All amounts payable in connection with the 8) The Notes shall be denominated and payable issued in the lawful currency denominations of the United States$2,000 or any integral multiple of $1,000 in excess thereof. (g9) The Notes shall be payable and may be presented for registration of transfer and exchangeredeemable, without service chargein whole at any time or in part from time to time, at the office option of the Company maintained for such purpose in on any date, at a Redemption Price equal to the State greater of New York, City of New York, Borough of Manhattan, which shall initially be the office or agency (i) 100% of the Trusteeaggregate principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus —% (— basis points), plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but not including, such Redemption Date. (h10) Upon the occurrence of a Change of Control Repurchase Event, the Company shall be required to make an offer to each Holder of Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Notes at the Change of Control Repurchase Price, all as more fully provided in Section 1.10 of this Supplemental Indenture. (11) The Company may appoint Notes shall be subject to both Defeasance and change any Paying Agent, Security Registrar or co-registrar without notice, other than notice to Covenant Defeasance in accordance with the Trustee, except that the Company will maintain at least one Paying Agent in the State Original Indenture. (12) The Notes shall be senior unsecured obligations of New York, City of New York, Borough of Manhattan. The Company shall enter into an appropriate agency agreement with any agent not a party to the Indenture that shall implement the provisions of the Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee of the name and address of any such agent and any change in the address of such agent. If the Company fails to maintain a Paying Agent, Security Registrar and/or agent for service of notices and demands, the Trustee shall act as such Paying Agent, Security Registrar or agent for service of notices and demands. The Company may remove any Paying Agent or Security Registrar upon written notice to such Paying Agent or Security Registrar and the Trustee; and any such Paying Agent or Security Registrar may resign as such Paying Agent or Security Registrar, as the case may be, upon written notice to the Company and the Trustee; provided that no such removal or resignation shall become effective until (i) the acceptance of an appointment by a successor Paying Agent or Security Registrar, as the case may be, as evidenced by an appropriate agency agreement entered into by the Company will rank equally with all other existing and such successor future unsecured and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Paying Agent or Security Registrar until the appointment of a successor agent in accordance with clause (i) of this proviso. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Security Registrar or co-registrar. (i) Article 11 unsubordinated debt obligations of the Base Indenture shall have no force or effect in respect of, or application to, the NotesCompany.

Creation of Series; Establishment of Form. In accordance with Section 2.01 of the Base Indenture, there is hereby created a series of Securities under the Indenture entitled “3.752.25% Senior Notes due 20232017”. (a) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (b) The Trustee shall authenticate or deliver the Notes for original issue in an initial aggregate principal amount of $500,000,000 300,000,000 upon receipt of a Company Order for the authentication and delivery of the Notes. The Company may from time to time issue additional Notes in accordance with Section 2.01 of the Base Indenture. The Notes issued originally hereunder, together with any additional Notes subsequently issued, shall be treated as a single class for purposes of the Indenture. (c) The aggregate Principal Amount of the Notes shall be due and payable at the Stated Maturity unless earlier repaid in accordance with this Supplemental Indenture. (d) The outstanding Principal Amount of the Notes shall bear interest at a rate of 3.752.25% per annum, from the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semiannually in arrears on each Interest Payment Date, commencing on August May 15, 2013, to the Person in whose name the Notes are registered at the close of business on the Regular Record Date, and at Maturity, until the principal thereof is paid or made available for payment. Interest on the Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months. (e) If any Interest Payment Date, Redemption Date, Change of Control Payment Date or Maturity date is not a Business Day, the payment of principal, premium, if any, and interest, as applicable, will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period from and after any Interest Payment Date, Redemption Date, Change of Control Payment Date or the Maturity date, as the case may be, to the date payment is made on such next succeeding Business Day. (f) All amounts payable in connection with the Notes shall be denominated and payable in the lawful currency of the United States. (g) The Notes shall be payable and may be presented for registration of transfer and exchange, without service charge, at the office of the Company maintained for such purpose in the State of New York, City of New York, Borough of Manhattan, which shall initially be the office or agency of the Trustee. (h) The Company may appoint and change any Paying Agent, Security Registrar or co-registrar without notice, other than notice to the Trustee, except that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan. The Company shall enter into an appropriate agency agreement with any agent not a party to the Indenture that shall implement the provisions of the Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee of the name and address of any such agent and any change in the address of such agent. If the Company fails to maintain a Paying Agent, Security Registrar and/or agent for service of notices and demands, the Trustee shall act as such Paying Agent, Security Registrar or agent for service of notices and demands. The Company may remove any Paying Agent or Security Registrar upon written notice to such Paying Agent or Security Registrar and the Trustee; and any such Paying Agent or Security Registrar may resign as such Paying Agent or Security Registrar, as the case may be, upon written notice to the Company and the Trustee; provided that no such removal or resignation shall become effective until (i) the acceptance of an appointment by a successor Paying Agent or Security Registrar, as the case may be, as evidenced by an appropriate agency agreement entered into by the Company and such successor and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Paying Agent or Security Registrar until the appointment of a successor agent in accordance with clause (i) of this proviso. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Security Registrar or co-registrar. (i) Article 11 of the Base Indenture shall have no force or effect in respect of, or application to, the Notes.