Common use of Creation of the Notes Clause in Contracts

Creation of the Notes. Pursuant to Sections 201 and 301 of the Original Indenture, there is hereby created a new series of Securities designated as the "6.50% Senior Notes due 2014" and which are sometimes herein referred to as the "Notes." The Notes (including, without limitation, the Exchange Notes and Private Exchange Notes) shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing any Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The Notes shall have the following terms: (a) The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture is limited to $100,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 905 or 1107 of the Original Indenture (including, without limitation, Exchange Notes or Private Exchange Notes issued in exchange for other Notes); provided, however, that such series may be re-opened by the Company for the issuance of Additional Notes, so long as any such Additional Notes have the same form and terms (other than date of issuance and the date from which interest thereon shall begin to accrue and except that the form of such Additional Notes may refer to a different Registration Rights Agreement than the Notes issued on the Closing Date and such Additional Notes, if issued pursuant to a registration statement which is effective under the Securities Act, need not bear the Private Placement Legend and may omit the paragraph included in Exhibit A hereto which refers to the Registration Rights Agreement), and carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided, however, that, notwithstanding the foregoing, such series may not be re-opened if the Company has effected defeasance or covenant defeasance with respect to the Notes pursuant to Sections 402(2) or 402(3), respectively, of the Original Indenture or has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Original Indenture; and provided, further, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. (b) The Notes are to be issuable only as Registered Securities without Coupons. The Notes shall be issued in book-entry form and represented by one or more permanent global Notes registered in the name of a Depository or its nominee, the initial Depository for the Global Notes shall be The Depository Trust Company, the depository arrangements shall be those employed by whoever shall be the Depository with respect to the Global Notes from time to time, and the Trustee shall be entitled to make any endorsements on any Global Note to reflect any increases or decreases in the principal amount thereof. Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture (the "Rule 144A Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes resold outside the United States of America in reliance on Regulation S shall be issued in the form of a permanent global Note, also substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Rule 144A Global Note and the Regulation S Global Note are referred to collectively herein as the "Global Notes"). Each Global Note may be represented by more than one certificate, if so required by the Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as provided in the Indenture. Notwithstanding the foregoing, certificated Notes in definitive form ("Certificated Notes") may be issued in exchange for Global Notes under the circumstances contemplated by the seventh paragraph of Section 305 of the Original Indenture. (c) The initial offering price of the Notes shall be 99.763% of the principal amount thereof, plus accrued interest, if any, from March 11, 2004. (d) The Stated Maturity of the Notes on which the principal thereof is due and payable shall be March 15, 2014. (e) The principal of the Notes shall bear interest at the rate of 6.50% per annum from March 11, 2004 or from the most recent date to which interest has been paid or duly provided for, payable semiannually in arrears on March 15 and September 15 (each, an "Interest Payment Date") of each year, commencing September 15, 2004, to the Persons in whose names such Notes (or one or more Predecessor Securities) are registered at the close of business on the March 1 or September 1 immediately prior to such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day; provided that interest payable at Maturity shall be paid to Persons to whom principal is payable on such date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. (f) The Notes are redeemable, as a whole or from time to time in part, at the option of the Company on the terms and subject to the conditions set forth in the Original Indenture and in the form of Note attached as Exhibit A. (g) The Notes shall not be repayable or redeemable at the option of the Holders prior to the Stated Maturity of the principal thereof (except as provided in Article Five of the Original Indenture) and shall not be subject to a sinking fund or analogous provision. (h) The Corporate Trust Office of the Trustee in Wilmington, Delaware is hereby designated as a Place of Payment for the Notes. (i) The Company hereby appoints the Trustee, acting through the office of the Trustee located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000-0000, as the Company's Office or Agency for the purposes specified in Section 1002 of the Original Indenture; provided, however, that subject to Section 1002 of the Original Indenture, the Company may at any time remove the Trustee as its Office or Agency in the City of Wilmington, Delaware designated for such purposes and may from time to time designate one or more other Offices or Agencies for such purposes and may from time to time rescind such designation, so long as the Company shall at all times maintain an Office or Agency for such purposes in the City of Wilmington, Delaware or the Borough of Manhattan, The City of New York. (j) The Notes shall be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. (k) The principal of, premium, if any, and interest on the Notes shall be payable in Dollars. (l) Sections 402(2) and 402(3) of the Original Indenture shall apply to the Notes; provided that (i) the Company may effect defeasance and covenant defeasance pursuant to Sections 402(2) and 402(3), respectively, only with respect to all (and not less than all) of the Outstanding Notes and (ii) in addition to the covenants subject to covenant defeasance expressly referred to in Section 402(3) of the Original Indenture, Sections 1010, 1011, 1012 and 1013 of the Original Indenture as amended by this First Supplemental Indenture shall be subject to covenant defeasance. (m) Anything in the Indenture or the Notes to the contrary notwithstanding, payments of the principal of and premium, if any, and interest on the Global Notes shall be made by wire transfer. (n) To the extent that any provision of the Indenture or the Notes provides for the payment of interest on overdue principal of, or premium, if any, or interest on, the Notes, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Notes. If Additional Interest shall be payable on any Note for any day then, for purposes of the immediately preceding sentence, the rate of interest borne by such Note for such day shall be the sum of the original interest rate on such Note plus the rate at which Additional Interest shall accrue on such Note for such day. (o) The Notes shall have such other terms and provisions as are set forth in the form of Note attached as Exhibit A hereto, all of which terms and provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. (p) As used in the Indenture with respect to the Notes and in the certificates evidencing the Notes, all references to "premium" on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal amount of such Notes.

Creation of the Notes. Pursuant to Sections 201 and 301 of the Original Indenture, there is hereby created a new series of Securities designated as the "6.505 3/4% Senior Notes due 2014" and which are sometimes herein referred to as the "Notes." The Notes (including, without limitation, the Exchange Notes and Private Exchange Notes) shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing any Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The Notes shall have the following terms: (a) The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture is limited to $100,000,000250,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 905 or 1107 of the Original Indenture (including, without limitation, Exchange Notes or Private Exchange Notes issued in exchange for other Notes); , provided, however, that such series may be re-opened by the Company for the issuance of Additional Notes, so long as any such Additional Notes have the same form and terms (other than date of issuance and the date from which interest thereon shall begin to accrue and except that the form of such Additional Notes may refer to a different Registration Rights Agreement than the Notes issued on the Closing Date and such Additional Notes, if issued pursuant to a registration statement which is effective under the Securities Act, need not bear the Private Placement Legend and may omit the paragraph included in Exhibit A hereto which refers to the Registration Rights Agreement), and carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided, however, that, notwithstanding the foregoing, such series may not be re-opened reopened if the Company has effected defeasance or covenant defeasance with respect to the Notes pursuant to Sections 402(2) or 402(3), respectively, of the Original Indenture or has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Original Indenture; and provided, further, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. (b) The Notes are to be issuable only as Registered Securities without Coupons. The Notes shall be issued in book-entry form and represented by one or more permanent global Notes registered in the name of a Depository or its nomineenominee (the "Global Notes"), the initial Depository for the Global Notes shall be The Depository Trust Company, the depository arrangements shall be those employed by whoever shall be the Depository with respect to the Global Notes from time to time, and the Trustee shall be entitled to make any endorsements on any Global Note to reflect any increases or decreases in the principal amount thereof. Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture (the "Rule 144A Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes resold outside the United States of America in reliance on Regulation S shall be issued in the form of a permanent global Note, also substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Rule 144A Global Note and the Regulation S Global Note are referred to collectively herein as the "Global Notes"). Each Global Note may be represented by more than one certificate, if so required by the Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as provided in the Indenture. Notwithstanding the foregoing, certificated Notes in definitive form ("Certificated Notes") may be issued in exchange for Global Notes under the circumstances contemplated by the seventh paragraph of Section 305 of the Original Indenture. (c) The initial offering price of the Notes shall be 99.76399.474% of the principal amount thereof, plus accrued interest, if any, from March 11January 28, 2004. (d) The Stated Maturity of the Notes on which the principal thereof is due and payable shall be March 15February 1, 2014. (e) The principal of the Notes shall bear interest at the rate of 6.505 3/4% per annum from March 11January 28, 2004 or from the most recent date to which interest has been paid or duly provided for, payable semiannually in arrears on March 15 February 1 and September 15 August 1 (each, an "Interest Payment Date") of each year, commencing September 15August 1, 2004, to the Persons in whose names such Notes (or one or more Predecessor Securities) are registered at the close of business on the March 1 January 15 or September 1 July 15 immediately prior to such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day; provided that interest payable at Maturity shall be paid to Persons to whom principal is payable on such date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. No Additional Amounts shall be payable on the Notes. (f) The Notes are redeemable, as a whole or from time to time in part, at the option of the Company on the terms and subject to the conditions set forth in the Original Indenture and in the form of Note attached as Exhibit A.A to this First Supplemental Indenture. (g) The Notes shall not be repayable or redeemable at the option of the Holders prior to the Stated Maturity of the principal thereof (except as provided in Article Five of the Original Indenture) and shall not be subject to a sinking fund or analogous provision. (h) The Corporate Trust Office Borough of the Trustee in WilmingtonManhattan, Delaware The City of New York is hereby designated as a Place of Payment for the Notes. (i) The Company hereby appoints the Trustee, acting through the office of the Trustee located at 0000 Xxxxx Xxxxxx c/o Computershare Trust Company of New York, Wall Street Plaza, 88 Xxxx Xxxxxx, Xxxxxxxxxx09th Floor, XxxxxxxxNew York, 00000-0000New York 10005, as in the CompanyBorough of Xxxxxxxxx, Xxx Xxxx xx Xxx Xxxx, xx xxx Xxmpany's Office or Agency for the purposes specified in Section 1002 of the Original Indenture; provided, however, that subject to Section 1002 of the Original Indenture, the Company may at any time remove the Trustee as its Office or Agency in the Borough of Manhattan, The City of Wilmington, Delaware New York designated for such purposes and may from time to time designate one or more other Offices or Agencies for such purposes and may from time to time rescind such designation, so long as the Company shall at all times maintain an Office or Agency for such purposes in the City of Wilmington, Delaware or the Borough of Manhattan, The City of New York. (j) The Notes shall be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. (k) The principal of, premium, if any, and interest on the Notes shall be payable in Dollars. (l) Sections 402(2) and 402(3) of the Original Indenture shall apply to the Notes; , provided that (i) the Company may effect defeasance and covenant defeasance pursuant to Sections 402(2) and 402(3), respectively, only with respect to all (and not less than all) of the Outstanding Notes Notes, and (ii) in addition to the only covenants that shall be subject to covenant defeasance shall be those expressly referred to in Section 402(3) of the Original Indenture, Sections 1010, 1011, 1012 and 1013 of the Original Indenture as amended by this First Supplemental Indenture shall be subject to covenant defeasance. (m) Anything in the Indenture or the Notes to the contrary notwithstanding, payments of the principal of and premium, if any, and interest on the Global Notes shall be made by wire transfer. (n) To the extent that any provision of the Indenture or the Notes provides for the payment of interest on overdue principal of, or premium, if any, or interest on, the Notes, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Notes. If Additional Interest shall be payable on any Note for any day then, for purposes of the immediately preceding sentence, the rate of interest borne by such Note for such day shall be the sum of the original interest rate on such Note plus the rate at which Additional Interest shall accrue on such Note for such day. (o) The Notes shall have such other terms and provisions as are set forth in the form of Note attached as Exhibit A hereto, all of which terms and provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. (p) As used in the Indenture with respect to the Notes and in the certificates evidencing the Notes, all references to "premium" on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal amount of such Notes. (q) As provided in the Registration Rights Agreement, Additional Interest may, subject to the terms and conditions specified therein, be payable on all or some of the Notes from time to time. Whenever in the Indenture (including, without limitation, this First Supplemental Indenture) or the Notes there is mentioned, in any context, the payment of the interest on the Notes, such mention shall be deemed to include mention of the payment of Additional Interest to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the terms of the Registration Rights Agreement, and express mention of the payment of Additional Interest in any provision of the Indenture (including, without limitation, this First Supplemental Indenture) or in the Notes shall not be construed as excluding Additional Interest in those provisions of the Indenture (including, without limitation, this First Supplemental Indenture) or the Notes where such express mention is not made. (r) The Notes shall have the benefit of the Guarantees and the Guarantors hereby confirm that the principal of and premium, if any, and interest (including, without limitation, any Additional Interest) on the Notes shall be guaranteed pursuant to the Guarantees and otherwise in accordance with and subject to the limitations set forth in Article Sixteen of the Original Indenture. (s) The Notes shall rank senior in right of payment to the Company's 8-5/8% Senior Subordinated Notes due 2008, 7-3/4% Senior Subordinated Notes due 2010 and 9-1/2% Senior Subordinated Notes due 2011 (the "Senior Subordinated Notes") and shall constitute "Senior Indebtedness" as defined in the Indenture dated as of November 19, 1996, as amended and supplemented by the First Supplemental Indenture thereto dated as of December 18, 2003 (as so amended and supplemented, the "Senior Subordinated Indenture"), by and between the Company, the guarantors party thereto and Trustee, as successor trustee. Each Guarantor's Guarantee of the Notes shall rank senior in right of payment to its guarantee of the Senior Subordinated Notes and shall constitute "Guarantor Senior Indebtedness" as defined in the Senior Subordinated Indenture.

Creation of the Notes. (a) Pursuant to Sections 201 and 301 of the Original Indenture, there is the Notes are hereby created as a new series of Securities designated as the "6.50“5 3⁄8% Senior Notes due 2014" 2026.” The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $700,000,000 (the “Original Notes”) upon a Company Order for the authentication and which are sometimes herein referred to as delivery of Notes, without any further action by the "Notes." Company. The Notes (including, without limitation, the Exchange Notes and Private Exchange Notes) shall be issued initially in the form of one or more Global Securities substantially in the form set forth in on Exhibit A heretoto this Fourth Supplemental Indenture, with such changes shall have the terms set forth therein as may and shall be authorized by any officer entitled to the benefits of the Company executing any other provisions of the Original Indenture as modified by this Fourth Supplemental Indenture and specified herein. The terms of the Notes set forth on Exhibit A hereto are incorporated by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officerreference herein as if set forth herein in their entirety. The Notes shall have be defeasible pursuant to both Sections 1302 and 1303 of the following terms:Original Indenture. The initial Depositary for the Notes shall be The Depository Trust Company. (ab) The aggregate principal amount of Company may issue Additional Notes after the Notes which may be authenticated and delivered under the Indenture is limited to $100,000,000Issue Date (such Notes, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections Section 304, 305, 306, 905 906 or 1107, the “Additional Notes”). Prior to any issuance of Additional Notes, there shall be established in or pursuant to a resolution of the Board of Directors of the Company: (i) that such Additional Notes shall be issued as part of the same or a different series as the Original Notes; (ii) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under the Indenture, which may be in an unlimited aggregate principal amount or which may be in a limited principal amount (except for Additional Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 and except for Additional Notes which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (iii) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue and the initial interest payment date; (iv) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit A and any circumstances in addition to or in lieu of those set forth in the Indenture in which any such Global Security may be exchanged in whole or in part for Notes registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; and (v) if applicable, that such Additional Notes shall not be registered under the Securities Act, but shall be issued pursuant to an exemption from registration under the Securities Act, shall bear additional appropriate legends and shall have the benefit of registration rights. Except as set forth above, such Additional Notes shall have the same terms as the Original Indenture (Notes, and such Additional Notes shall be treated as a single class for all purposes under the Indenture, including, without limitation, Exchange Notes or Private Exchange Notes issued in exchange for other Notes); providedwaivers, howeveramendments, that such series may be re-opened by the Company for the issuance of Additional Notes, so long as any such Additional Notes have the same form redemptions and terms (other than date of issuance and the date from which interest thereon shall begin offers to accrue and except that the form of such Additional Notes may refer to a different Registration Rights Agreement than the Notes issued on the Closing Date and such Additional Notes, if issued pursuant to a registration statement which is effective under the Securities Act, need not bear the Private Placement Legend and may omit the paragraph included in Exhibit A hereto which refers to the Registration Rights Agreement), and carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided, however, that, notwithstanding the foregoing, such series may not be re-opened if the Company has effected defeasance or covenant defeasance with respect to the Notes pursuant to Sections 402(2) or 402(3), respectively, of the Original Indenture or has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Original Indenture; and provided, further, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amendedpurchase. (b) The Notes are to be issuable only as Registered Securities without Coupons. The Notes shall be issued in book-entry form and represented by one or more permanent global Notes registered in the name of a Depository or its nominee, the initial Depository for the Global Notes shall be The Depository Trust Company, the depository arrangements shall be those employed by whoever shall be the Depository with respect to the Global Notes from time to time, and the Trustee shall be entitled to make any endorsements on any Global Note to reflect any increases or decreases in the principal amount thereof. Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture (the "Rule 144A Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes resold outside the United States of America in reliance on Regulation S shall be issued in the form of a permanent global Note, also substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Rule 144A Global Note and the Regulation S Global Note are referred to collectively herein as the "Global Notes"). Each Global Note may be represented by more than one certificate, if so required by the Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as provided in the Indenture. Notwithstanding the foregoing, certificated Notes in definitive form ("Certificated Notes") may be issued in exchange for Global Notes under the circumstances contemplated by the seventh paragraph of Section 305 of the Original Indenture. (c) The initial offering price of the Notes shall be 99.763% of the principal amount thereof, plus accrued interest, if any, from March 11, 2004. (d) The Stated Maturity of the Notes on which the principal thereof is due and payable shall be March 15, 2014. (e) The principal of the Notes shall bear interest at the rate of 6.50% per annum from March 11, 2004 or from the most recent date to which interest has been paid or duly provided for, payable semiannually in arrears on March 15 and September 15 (each, an "Interest Payment Date") of each year, commencing September 15, 2004, to the Persons in whose names such Notes (or one or more Predecessor Securities) are registered at the close of business on the March 1 or September 1 immediately prior to such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day; provided that interest payable at Maturity shall be paid to Persons to whom principal is payable on such date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. (f) The Notes are redeemable, as a whole or from time to time in part, at the option of the Company on the terms and subject to the conditions set forth in the Original Indenture and in the form of Note attached as Exhibit A. (g) The Notes shall not be repayable or redeemable at the option of the Holders prior to the Stated Maturity of the principal thereof (except as provided in Article Five of the Original Indenture) and shall not be subject to a sinking fund or analogous provision. (h) The Corporate Trust Office of the Trustee in Wilmington, Delaware is hereby designated as a Place of Payment for the Notes. (i) The Company hereby appoints the Trustee, acting through the office of the Trustee located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000-0000, as the Company's Office or Agency for the purposes specified in Section 1002 of the Original Indenture; provided, however, that subject to Section 1002 of the Original Indenture, the Company may at any time remove the Trustee as its Office or Agency in the City of Wilmington, Delaware designated for such purposes and may from time to time designate one or more other Offices or Agencies for such purposes and may from time to time rescind such designation, so long as the Company shall at all times maintain an Office or Agency for such purposes in the City of Wilmington, Delaware or the Borough of Manhattan, The City of New York. (j) The Notes shall be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. (k) The principal of, premium, if any, and interest on the Notes shall be payable in Dollars. (l) Sections 402(2) and 402(3) of the Original Indenture shall apply to the Notes; provided that (i) the Company may effect defeasance and covenant defeasance pursuant to Sections 402(2) and 402(3), respectively, only with respect to all (and not less than all) of the Outstanding Notes and (ii) in addition to the covenants subject to covenant defeasance expressly referred to in Section 402(3) of the Original Indenture, Sections 1010, 1011, 1012 and 1013 of the Original Indenture as amended by this First Supplemental Indenture shall be subject to covenant defeasance. (m) Anything in the Indenture or the Notes to the contrary notwithstanding, payments of the principal of and premium, if any, and interest on the Global Notes shall be made by wire transfer. (n) To the extent that any provision of the Indenture or the Notes provides for the payment of interest on overdue principal of, or premium, if any, or interest on, the Notes, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Notes. If Additional Interest shall be payable on any Note for any day then, for purposes of the immediately preceding sentence, the rate of interest borne by such Note for such day shall be the sum of the original interest rate on such Note plus the rate at which Additional Interest shall accrue on such Note for such day. (o) The Notes shall have such other terms and provisions as are set forth in the form of Note attached as Exhibit A hereto, all of which terms and provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. (p) As used in the Indenture with respect to the Notes and in the certificates evidencing the Notes, all references to "premium" on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal amount of such Notes.

Creation of the Notes. Pursuant to Sections 201 and 301 of the Original Indenture, there is hereby created a new series of Securities designated as the "6.506-3/8% Senior Notes due 2014" and which are sometimes herein referred to as the "Notes2011." The Notes (including, without limitation, the Exchange Notes and Private Exchange Notes) shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing any Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The Notes shall have the following terms: (a) The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture is limited to $100,000,000350,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 905 or 1107 of the Original Indenture (including, without limitation, Exchange Notes or Private Exchange Notes issued in exchange for other Notes); provided, however, that such series may be re-opened by the Company for the issuance of Additional Notes, so long as any such Additional Notes have the same form and terms (other than date of issuance and the date from which interest thereon shall begin to accrue and except that the form of such Additional Notes may refer to a different Registration Rights Agreement than the Notes issued on the Closing Date and such Additional Notes, if issued pursuant to a registration statement which is effective under the Securities Act, need not bear the Private Placement Legend and may omit the paragraph included in Exhibit A hereto which refers to the Registration Rights Agreement), and carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided, however, that, notwithstanding the foregoing, such series may not be re-opened reopened if the Company has effected defeasance or covenant defeasance with respect to the Notes pursuant to Sections 402(2) or 402(3), respectively, of the Original Indenture or has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Original Indenture; and provided, further, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. (b) The Notes are to be issuable only as Registered Securities without Coupons. The Notes shall be initially issued in book-entry form and represented by one or more permanent global Notes deposited with or on behalf of and registered in the name of a the Depository or its nominee, nominee (the "Global Notes"). The initial Depository for the Global Notes shall be The Depository Trust Company, the depository arrangements shall be those employed by whoever shall be the Depository with respect to the Global Notes from time to time, and the Trustee shall be entitled to make any endorsements on any Global Note to reflect any increases or decreases in the principal amount thereof. Notes initially offered and sold to QIBs in the United States of America in reliance on Rule 144A shall initially be issued in the form of a one or more permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture Global Notes (the "Rule 144A Global NoteNotes"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes resold outside the United States of America initially offered and sold in reliance on "offshore transactions" (as defined in Regulation S) pursuant to Regulation S shall initially be issued in the form of a permanent global Note, also substantially in the form of Exhibit A one or more temporary Global Notes (the "Regulation S Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Rule 144A Global Note and the Regulation S Global Note are referred to collectively herein as the "Temporary Global Notes"). Each Following the Restricted Period, interests in the Regulation S Temporary Global Note Notes may be represented by exchanged, subject to compliance with Section 3 hereof, for interests in one or more than one certificatepermanent Global Notes (the "Regulation S Permanent Global Notes" and, if so required by together with the Depository's rules regarding Regulation S Temporary Global Notes, the maximum principal amount to be represented by a single certificate. The aggregate principal amount of each "Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as provided in the IndentureNotes"). Notwithstanding the foregoing, certificated Notes in definitive form ("Certificated Notes") may be issued in exchange for Global Notes under the circumstances contemplated by the seventh paragraph of Section 305 of the Original Indenture. (c) The initial offering price of the Notes shall be 99.76399.281% of the principal amount thereof, plus accrued interest, if any, from March 11June 30, 2004. (d) The Stated Maturity of the Notes on which the principal thereof is due and payable shall be March August 15, 20142011. (e) The principal of the Notes shall bear interest at the rate of 6.506-3/8% per annum from March 11June 30, 2004 or from the most recent date to which interest has been paid or duly provided for, payable semiannually in arrears on March February 15 and September August 15 (each, an "Interest Payment Date") of each year, commencing September February 15, 20042005, to the Persons in whose names such Notes (or one or more Predecessor Securities) are registered at the close of business on the March February 1 or September August 1 immediately prior to such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day; provided that interest payable at Maturity shall be paid to Persons to whom principal is payable on such date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. No Additional Amounts shall be payable on the Notes. (f) The Notes are redeemable, as a whole or from time to time in part, at the option of the Company on the terms and subject to the conditions set forth in the Original Indenture and in the form of Note attached as Exhibit A.A to this Second Supplemental Indenture. (g) The Notes shall not be repayable or redeemable at the option of the Holders prior to the Stated Maturity of the principal thereof (except as provided in Article Five of the Original Indenture) and shall not be subject to a sinking fund or analogous provision. (h) The Corporate Trust Office Borough of the Trustee in WilmingtonManhattan, Delaware The City of New York is hereby designated as a Place of Payment for the Notes. (i) The Company hereby appoints the Trustee, acting through the office of the Trustee located at 0000 Xxxxx Xxxxxx c/o Computershare Trust Company of New York, Wall Street Plaza, 00 Xxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, XxxxxxxxXxx Xxxx, Xxx Xxxx 00000-0000, in the Borough of Manhattan, The City of New York, as the Company's Office or Agency for the purposes specified in Section 1002 of the Original Indenture; provided, however, that subject to Section 1002 of the Original Indenture, the Company may at any time remove the Trustee as its Office or Agency in the Borough of Manhattan, The City of Wilmington, Delaware New York designated for such purposes and may from time to time designate one or more other Offices or Agencies for such purposes and may from time to time rescind such designation, so long as the Company shall at all times maintain an Office or Agency for such purposes in the City of Wilmington, Delaware or the Borough of Manhattan, The City of New York. (j) The Notes shall be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. (k) The principal of, premium, if any, and interest on the Notes shall be payable in Dollars. (l) Sections 402(2) and 402(3) of the Original Indenture shall apply to the Notes; provided that (i) the Company may effect defeasance and covenant defeasance pursuant to Sections 402(2) and 402(3), respectively, only with respect to all (and not less than all) of the Outstanding Notes Notes, and (ii) in addition to the only covenants that shall be subject to covenant defeasance shall be those expressly referred to in Section 402(3) of the Original Indenture, Sections 1010, 1011, 1012 and 1013 of the Original Indenture as amended by this First Supplemental Indenture shall be subject to covenant defeasance. (m) Anything in the Indenture or the Notes to the contrary notwithstanding, payments of the principal of and premium, if any, and interest on the Global Notes shall be made by wire transfer. (n) To the extent that any provision of the Indenture or the Notes provides for the payment of interest on overdue principal of, or premium, if any, or interest on, the Notes, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Notes. If Additional Interest shall be payable on any Note for any day then, for purposes of the immediately preceding sentence, the rate of interest borne by such Note for such day shall be the sum of the original interest rate on such Note plus the rate at which Additional Interest shall accrue on such Note for such day. (o) The Notes shall have such other terms and provisions as are set forth in the form of Note attached as Exhibit A hereto, all of which terms and provisions are incorporated by reference in and made a part of this First Second Supplemental Indenture as if set forth in full herein. (p) As used in the Indenture with respect to the Notes and in the certificates evidencing the Notes, all references to "premium" on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal amount of such Notes.

Creation of the Notes. Pursuant to Sections 201 and Section 301 of the Original Indenture, there is hereby created a two new series of Securities designated as the "6.504 3/8% Senior Notes due 20142008" and which are sometimes herein referred to as the "Notes5 3/4% Senior Notes due 2013." The Notes (including, without limitation, the Exchange Notes and Private Exchange Notes) shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing any Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The Notes shall have the following terms: (a) The aggregate principal amount of the 4 3/8% Notes which that may be authenticated and delivered under the Indenture is initially limited to $100,000,000U.S.$150,000,000 and the aggregate principal amount of 5 3/4% Notes that may be authenticated and delivered under the Indenture is initially limited to U.S.$400,000,000, except for Notes of each such series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of such series pursuant to Sections Section 304, 305, 306, 905 or 1107 of the Original Indenture (and including, without limitation, Exchange Notes or Private Exchange Notes of each such series issued in exchange for other Notes); providedthe corresponding Notes of such series which have been registered under the Securities Act in an exchange offer pursuant to the Registration Rights Agreement. However, however, that such each series may be re-opened by the Company for the issuance of Additional Notes, so long as any such Additional Notes have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue issuance, and except that the form of such Additional Notes may refer to a different Registration Rights Agreement than that related to the Notes issued on the Closing Date and such Additional Notes, if issued pursuant to a registration statement which is effective under the Securities Act, need not bear the Private Placement Legend and may omit the paragraph included in Exhibit A hereto which refers to the Registration Rights Agreement), and carry the same right to receive accrued and unpaid interest, as the corresponding Notes of such series theretofore issued; provided, however, that, that notwithstanding the foregoing, such a series of Notes may not be re-opened reopened if the Company has effected defeasance or covenant defeasance with respect to the Notes pursuant to Sections 402(2) or 402(3), respectively, of the Original Indenture or has effected satisfaction and discharge with respect to the such series of Notes pursuant to Section 401 of the Original Indenture or defeasance or covenant defeasance with respect to such series of Notes pursuant to Section 402 of the Indenture; and provided, further, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the U.S. Internal Revenue Code of 1986, as amended. (b) The Notes are to shall be issuable only as Registered Securities without Coupons. The Notes shall may be issued in book-entry form as both Physical Notes and represented by one or more permanent global Notes registered in the name of a Depository or its nomineeGlobal Notes, the initial Depository for the Global Notes shall be The Depository Trust Company, Company and the depository arrangements shall be those employed by whoever whosoever shall be the Depository with respect to the Global Notes from time to time. Physical Notes may be exchanged for interests in Global Notes, and interests in Global Notes may be exchanged for Physical Notes, as provided in Section 305 of the Original Indenture and as provided in this First Supplemental Indenture. Any endorsement of any Global Note to reflect the amount, or any increase or decrease in the amount, of Outstanding Notes represented thereby, shall be made by the Trustee, and the Trustee shall be entitled to make any endorsements on any Global Note to reflect or on its books and records reflecting any increases or decreases in the principal amount thereof. Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture (the "Rule 144A Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trusteeevidenced thereby, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes resold outside the United States of America in reliance on Regulation S shall be issued in the form of a permanent global Note, also substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Rule 144A Global Note and the Regulation S Global Note are referred Persons entitled to collectively herein as the "Global Notes"). Each Global Note may be represented by more than one certificate, if so required by the Depository's rules regarding the maximum principal amount give instructions and to be represented by a single certificate. The aggregate principal amount of each Global Note may from time take other actions with respect to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as provided in the Indenture. Notwithstanding the foregoing, certificated Notes in definitive form ("Certificated Notes") may be issued in exchange for any Global Notes under the circumstances as contemplated by the seventh first paragraph of Section 305 203 of the Original IndentureIndenture shall be the Trustee and the Depository. (c) The initial offering price of 4 3/8% Notes issued on the Notes Closing Date shall be 99.763sold by the Company to the Initial Purchasers named in the Purchase Agreement (the form, terms, execution and delivery of such Purchase Agreement being hereby ratified and approved in all respects), at a price equal to 98.944% of the principal amount thereof, . The initial offering price of the 4 3/8% Notes issued on the Closing Date shall be 99.544% of the principal amount thereof plus accrued interest, if any, from March 11the Closing Date, 2004and Initial Purchasers' commissions with respect to the 4 3/8% Notes shall be 0.600% of the principal amount of the 4 3/8% Notes. The 5 3/4% Notes issued on the Closing Date shall be sold by the Company to the Initial Purchasers named in the Purchase Agreement, at a price equal to 98.493% of the principal amount thereof. The initial offering price of the 5 3/4% Notes issued on the Closing Date shall be 99.143% of the principal amount thereof plus accrued interest, if any, from the Closing Date, and Initial Purchasers' commissions with respect to the 5 3/4% Notes shall be 0.650% of the principal amount of the 5 3/4% Notes. (d) The Stated Maturity of the 4 3/8% Notes on which the principal thereof is due and payable shall be March 15August 1, 20142008. The Stated Maturity of the 5 3/4% Notes on which the principal thereof is due and payable shall be August 1, 2013. (e) The principal of the 4 3/8% Notes and of the 5 3/4% Notes shall bear interest at the rate of 6.504 3/8% and 5 3/4% per annum annum, respectively, from March 11and including July 21, 2004 2003, or from and including the most recent date to which interest has been paid or duly provided for, to, but not including, the applicable Interest Payment Date or Maturity, as the case may be. Interest will be payable semiannually in arrears on March 15 February 1 and September 15 August 1 (each, an "Interest Payment DateINTEREST PAYMENT DATE") of each year, commencing September 15February 1, 2004, to the Persons in whose names such the 4 3/8% Notes or 5 3/4% Notes (or one or more Predecessor SecuritiesSecurities of such series) are registered at the close of business on the March 1 January 15 or September 1 July 15, as the case may be, immediately prior to preceding such Interest Payment Dates (each, a "Regular Record DateREGULAR RECORD DATE") ), regardless of whether such Regular Record Date is a Business Day; provided that interest payable at Maturity shall be paid to Persons to whom principal is payable on such date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. (f) The Notes are redeemableBorough of Manhattan, as a whole or from time to time in partThe City of New York, at the option of the Company on the terms and subject to the conditions set forth in the Original Indenture and in the form of Note attached as Exhibit A. (g) The Notes shall not be repayable or redeemable at the option of the Holders prior to the Stated Maturity of the principal thereof (except as provided in Article Five of the Original Indenture) and shall not be subject to a sinking fund or analogous provision. (h) The Corporate Trust Office of the Trustee in Wilmington, Delaware is hereby designated as a Place of Payment for the Notes. (i) The ; and the Company hereby appoints the Trustee, acting through its Corporate Trust Office in the office Borough of the Trustee located at 0000 Xxxxx Xxxxxx XxxxxxManhattan, Xxxxxxxxxx, Xxxxxxxx, 00000-0000The City of New York designated from time to time for such purpose, as the Company's Office or Agency for agent of the purposes specified in Section 1002 of the Original Indenture; provided, however, that that, subject to Section 1002 of the Original Indenture, the Company may at any time remove the Trustee as its Office or Agency in the Borough of Manhattan, The City of Wilmington, Delaware New York designated for such purposes and may from time to time designate one or more other Offices or Agencies for such purposes and may from time to time rescind such designationdesignations, so long as the Company shall at all times maintain an Office or Agency for such purposes in the City of Wilmington, Delaware or the Borough of Manhattan, The City of New York. (g) The Notes shall be redeemable at the option of the Company on the terms and subject to the conditions set forth in the form of Note attached hereto as Exhibit A and in the Indenture. (h) The Notes shall not be repayable or redeemable at the option of the Holders thereof prior to the Stated Maturity of the principal thereof (provided that nothing in this First Supplemental Indenture shall limit the right of the Trustee or the respective Holders of the 4 3/8% Notes or the 5 3/4% Notes to declare the principal of, and accrued and unpaid interest on, such Notes to be immediately due and payable as provided in Article Five of the Indenture) and shall not be subject to a sinking fund or analogous provision. (i) The Notes shall be issuable in denominations of U.S.$1,000 and integral multiples of U.S.$1,000. (j) The Notes shall not be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereofconvertible into or exchangeable for other securities. (k) The principal of, premium, if any, and interest on the Notes shall be payable in Dollars. (l) Sections 402(2) and 402(3) of the Original Indenture shall apply to the Notes; provided that (i) the Company may effect defeasance and covenant defeasance pursuant to Sections 402(2) and 402(3), respectively, only with respect to all (and not less than all) of the Outstanding Notes and (ii) in addition to the covenants subject to covenant defeasance expressly referred to in Section 402(3) of the Original Indenture, Sections 1010, 1011, 1012 and 1013 of the Original Indenture as amended by this First Supplemental Indenture shall be subject to covenant defeasance. (m) Anything in the Indenture or the Notes to the contrary notwithstanding, payments of the principal of and premium, if any, and interest on the Global Notes shall be made by wire transfer. (n) To the extent that any provision of the Indenture or the Notes provides for the payment of interest on overdue principal of, or premium, if any, or interest on, the Notes, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Notes. If Additional Interest shall be payable on any Note for any day then, for purposes of the immediately preceding sentence, the rate of interest borne by such Note for such day shall be the sum of the original interest rate on such Note plus the rate at which Additional Interest shall accrue on such Note for such day. (o) The Notes shall have such other terms and provisions as are set forth in the form of Note attached as Exhibit A hereto, all of which terms and provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. (p) As used in the Indenture with respect to the Notes and in the certificates evidencing the Notes, all references to "premium" on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal amount of such Notes.U.S.

Creation of the Notes. (a) Pursuant to Sections 201 and 301 of the Original Indenture, there is the Notes are hereby created as a new series of Securities designated as the "6.50“53/4% Senior Notes due 2014" 2022.” The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $750,000,000 (the “Original Notes”) upon a Company Order for the authentication and which are sometimes herein referred to as delivery of Notes, without any further action by the "Notes." Company. The Notes (including, without limitation, the Exchange Notes and Private Exchange Notes) shall be issued initially in the form of one or more Global Securities substantially in the form set forth in on Exhibit A heretoto this Second Supplemental Indenture, with such changes shall have the terms set forth therein as may and shall be authorized by any officer entitled to the benefits of the Company executing any other provisions of the Original Indenture as modified by this Second Supplemental Indenture and specified herein. The terms of the Notes set forth on Exhibit A hereto are incorporated by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officerreference herein as if set forth herein in their entirety. The Notes shall have be defeasible pursuant to both Sections 1302 and 1303 of the following terms:Original Indenture. The initial Depositary for the Notes shall be The Depository Trust Company. (ab) The aggregate principal amount of Company may issue Notes after the Notes which may be authenticated and delivered under the Indenture is limited to $100,000,000Issue Date (such Notes, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections Section 304, 305, 306, 905 906 or 1107, the “Additional Notes”). Prior to any issuance of Additional Notes, there shall be established in or pursuant to a resolution of the Board of Directors of the Company: (i) that such Additional Notes shall be issued as part of the same or a different series as the Original Notes; (ii) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under the Indenture, which may be in an unlimited aggregate principal amount or which may be in a limited principal amount (except for Additional Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 and except for Additional Notes which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (iii) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue and the initial interest payment date; (iv) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit A and any circumstances in addition to or in lieu of those set forth in the Indenture in which any such Global Security may be exchanged in whole or in part for Notes registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; and (v) if applicable, that such Additional Notes shall not be registered under the Securities Act, but shall be issued pursuant to an exemption from registration under the Securities Act, shall bear additional appropriate legends and shall have the benefit of registration rights. Except as set forth above, such Additional Notes shall have the same terms as the Original Indenture (Notes, and such Additional Notes shall be treated as a single class for all purposes under the Indenture, including, without limitation, Exchange Notes or Private Exchange Notes issued in exchange for other Notes); providedwaivers, howeveramendments, that such series may be re-opened by the Company for the issuance of Additional Notes, so long as any such Additional Notes have the same form redemptions and terms (other than date of issuance and the date from which interest thereon shall begin offers to accrue and except that the form of such Additional Notes may refer to a different Registration Rights Agreement than the Notes issued on the Closing Date and such Additional Notes, if issued pursuant to a registration statement which is effective under the Securities Act, need not bear the Private Placement Legend and may omit the paragraph included in Exhibit A hereto which refers to the Registration Rights Agreement), and carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided, however, that, notwithstanding the foregoing, such series may not be re-opened if the Company has effected defeasance or covenant defeasance with respect to the Notes pursuant to Sections 402(2) or 402(3), respectively, of the Original Indenture or has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Original Indenture; and provided, further, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amendedpurchase. (b) The Notes are to be issuable only as Registered Securities without Coupons. The Notes shall be issued in book-entry form and represented by one or more permanent global Notes registered in the name of a Depository or its nominee, the initial Depository for the Global Notes shall be The Depository Trust Company, the depository arrangements shall be those employed by whoever shall be the Depository with respect to the Global Notes from time to time, and the Trustee shall be entitled to make any endorsements on any Global Note to reflect any increases or decreases in the principal amount thereof. Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture (the "Rule 144A Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes resold outside the United States of America in reliance on Regulation S shall be issued in the form of a permanent global Note, also substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Rule 144A Global Note and the Regulation S Global Note are referred to collectively herein as the "Global Notes"). Each Global Note may be represented by more than one certificate, if so required by the Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as provided in the Indenture. Notwithstanding the foregoing, certificated Notes in definitive form ("Certificated Notes") may be issued in exchange for Global Notes under the circumstances contemplated by the seventh paragraph of Section 305 of the Original Indenture. (c) The initial offering price of the Notes shall be 99.763% of the principal amount thereof, plus accrued interest, if any, from March 11, 2004. (d) The Stated Maturity of the Notes on which the principal thereof is due and payable shall be March 15, 2014. (e) The principal of the Notes shall bear interest at the rate of 6.50% per annum from March 11, 2004 or from the most recent date to which interest has been paid or duly provided for, payable semiannually in arrears on March 15 and September 15 (each, an "Interest Payment Date") of each year, commencing September 15, 2004, to the Persons in whose names such Notes (or one or more Predecessor Securities) are registered at the close of business on the March 1 or September 1 immediately prior to such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day; provided that interest payable at Maturity shall be paid to Persons to whom principal is payable on such date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. (f) The Notes are redeemable, as a whole or from time to time in part, at the option of the Company on the terms and subject to the conditions set forth in the Original Indenture and in the form of Note attached as Exhibit A. (g) The Notes shall not be repayable or redeemable at the option of the Holders prior to the Stated Maturity of the principal thereof (except as provided in Article Five of the Original Indenture) and shall not be subject to a sinking fund or analogous provision. (h) The Corporate Trust Office of the Trustee in Wilmington, Delaware is hereby designated as a Place of Payment for the Notes. (i) The Company hereby appoints the Trustee, acting through the office of the Trustee located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000-0000, as the Company's Office or Agency for the purposes specified in Section 1002 of the Original Indenture; provided, however, that subject to Section 1002 of the Original Indenture, the Company may at any time remove the Trustee as its Office or Agency in the City of Wilmington, Delaware designated for such purposes and may from time to time designate one or more other Offices or Agencies for such purposes and may from time to time rescind such designation, so long as the Company shall at all times maintain an Office or Agency for such purposes in the City of Wilmington, Delaware or the Borough of Manhattan, The City of New York. (j) The Notes shall be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. (k) The principal of, premium, if any, and interest on the Notes shall be payable in Dollars. (l) Sections 402(2) and 402(3) of the Original Indenture shall apply to the Notes; provided that (i) the Company may effect defeasance and covenant defeasance pursuant to Sections 402(2) and 402(3), respectively, only with respect to all (and not less than all) of the Outstanding Notes and (ii) in addition to the covenants subject to covenant defeasance expressly referred to in Section 402(3) of the Original Indenture, Sections 1010, 1011, 1012 and 1013 of the Original Indenture as amended by this First Supplemental Indenture shall be subject to covenant defeasance. (m) Anything in the Indenture or the Notes to the contrary notwithstanding, payments of the principal of and premium, if any, and interest on the Global Notes shall be made by wire transfer. (n) To the extent that any provision of the Indenture or the Notes provides for the payment of interest on overdue principal of, or premium, if any, or interest on, the Notes, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Notes. If Additional Interest shall be payable on any Note for any day then, for purposes of the immediately preceding sentence, the rate of interest borne by such Note for such day shall be the sum of the original interest rate on such Note plus the rate at which Additional Interest shall accrue on such Note for such day. (o) The Notes shall have such other terms and provisions as are set forth in the form of Note attached as Exhibit A hereto, all of which terms and provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. (p) As used in the Indenture with respect to the Notes and in the certificates evidencing the Notes, all references to "premium" on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal amount of such Notes.

Creation of the Notes. (a) Pursuant to Sections 201 and 301 of the Original Indenture, there is the Notes are hereby created as a new series of Securities designated as the "6.50“5 5/8% Senior Notes due 2014" 2024.” The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $1,000,000,000 (the “Original Notes”) upon a Company Order for the authentication and which are sometimes herein referred to as delivery of Notes, without any further action by the "Notes." Company. The Notes (including, without limitation, the Exchange Notes and Private Exchange Notes) shall be issued initially in the form of one or more Global Securities substantially in the form set forth in on Exhibit A heretoto this Third Supplemental Indenture, with such changes shall have the terms set forth therein as may and shall be authorized by any officer entitled to the benefits of the Company executing any other provisions of the Original Indenture as modified by this Third Supplemental Indenture and specified herein. The terms of the Notes set forth on Exhibit A hereto are incorporated by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officerreference herein as if set forth herein in their entirety. The Notes shall have be defeasible pursuant to both Sections 1302 and 1303 of the following terms:Original Indenture. The initial Depositary for the Notes shall be The Depository Trust Company. (ab) The aggregate principal amount of Company may issue Notes after the Notes which may be authenticated and delivered under the Indenture is limited to $100,000,000Issue Date (such Notes, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections Section 304, 305, 306, 905 906 or 1107, the “Additional Notes”). Prior to any issuance of Additional Notes, there shall be established in or pursuant to a resolution of the Board of Directors of the Company: (i) that such Additional Notes shall be issued as part of the same or a different series as the Original Notes; (ii) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under the Indenture, which may be in an unlimited aggregate principal amount or which may be in a limited principal amount (except for Additional Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 and except for Additional Notes which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (iii) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue and the initial interest payment date; (iv) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit A and any circumstances in addition to or in lieu of those set forth in the Indenture in which any such Global Security may be exchanged in whole or in part for Notes registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; and (v) if applicable, that such Additional Notes shall not be registered under the Securities Act, but shall be issued pursuant to an exemption from registration under the Securities Act, shall bear additional appropriate legends and shall have the benefit of registration rights. Except as set forth above, such Additional Notes shall have the same terms as the Original Indenture (Notes, and such Additional Notes shall be treated as a single class for all purposes under the Indenture, including, without limitation, Exchange Notes or Private Exchange Notes issued in exchange for other Notes); providedwaivers, howeveramendments, that such series may be re-opened by the Company for the issuance of Additional Notes, so long as any such Additional Notes have the same form redemptions and terms (other than date of issuance and the date from which interest thereon shall begin offers to accrue and except that the form of such Additional Notes may refer to a different Registration Rights Agreement than the Notes issued on the Closing Date and such Additional Notes, if issued pursuant to a registration statement which is effective under the Securities Act, need not bear the Private Placement Legend and may omit the paragraph included in Exhibit A hereto which refers to the Registration Rights Agreement), and carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided, however, that, notwithstanding the foregoing, such series may not be re-opened if the Company has effected defeasance or covenant defeasance with respect to the Notes pursuant to Sections 402(2) or 402(3), respectively, of the Original Indenture or has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Original Indenture; and provided, further, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amendedpurchase. (b) The Notes are to be issuable only as Registered Securities without Coupons. The Notes shall be issued in book-entry form and represented by one or more permanent global Notes registered in the name of a Depository or its nominee, the initial Depository for the Global Notes shall be The Depository Trust Company, the depository arrangements shall be those employed by whoever shall be the Depository with respect to the Global Notes from time to time, and the Trustee shall be entitled to make any endorsements on any Global Note to reflect any increases or decreases in the principal amount thereof. Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture (the "Rule 144A Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes resold outside the United States of America in reliance on Regulation S shall be issued in the form of a permanent global Note, also substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Rule 144A Global Note and the Regulation S Global Note are referred to collectively herein as the "Global Notes"). Each Global Note may be represented by more than one certificate, if so required by the Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as provided in the Indenture. Notwithstanding the foregoing, certificated Notes in definitive form ("Certificated Notes") may be issued in exchange for Global Notes under the circumstances contemplated by the seventh paragraph of Section 305 of the Original Indenture. (c) The initial offering price of the Notes shall be 99.763% of the principal amount thereof, plus accrued interest, if any, from March 11, 2004. (d) The Stated Maturity of the Notes on which the principal thereof is due and payable shall be March 15, 2014. (e) The principal of the Notes shall bear interest at the rate of 6.50% per annum from March 11, 2004 or from the most recent date to which interest has been paid or duly provided for, payable semiannually in arrears on March 15 and September 15 (each, an "Interest Payment Date") of each year, commencing September 15, 2004, to the Persons in whose names such Notes (or one or more Predecessor Securities) are registered at the close of business on the March 1 or September 1 immediately prior to such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day; provided that interest payable at Maturity shall be paid to Persons to whom principal is payable on such date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. (f) The Notes are redeemable, as a whole or from time to time in part, at the option of the Company on the terms and subject to the conditions set forth in the Original Indenture and in the form of Note attached as Exhibit A. (g) The Notes shall not be repayable or redeemable at the option of the Holders prior to the Stated Maturity of the principal thereof (except as provided in Article Five of the Original Indenture) and shall not be subject to a sinking fund or analogous provision. (h) The Corporate Trust Office of the Trustee in Wilmington, Delaware is hereby designated as a Place of Payment for the Notes. (i) The Company hereby appoints the Trustee, acting through the office of the Trustee located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000-0000, as the Company's Office or Agency for the purposes specified in Section 1002 of the Original Indenture; provided, however, that subject to Section 1002 of the Original Indenture, the Company may at any time remove the Trustee as its Office or Agency in the City of Wilmington, Delaware designated for such purposes and may from time to time designate one or more other Offices or Agencies for such purposes and may from time to time rescind such designation, so long as the Company shall at all times maintain an Office or Agency for such purposes in the City of Wilmington, Delaware or the Borough of Manhattan, The City of New York. (j) The Notes shall be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. (k) The principal of, premium, if any, and interest on the Notes shall be payable in Dollars. (l) Sections 402(2) and 402(3) of the Original Indenture shall apply to the Notes; provided that (i) the Company may effect defeasance and covenant defeasance pursuant to Sections 402(2) and 402(3), respectively, only with respect to all (and not less than all) of the Outstanding Notes and (ii) in addition to the covenants subject to covenant defeasance expressly referred to in Section 402(3) of the Original Indenture, Sections 1010, 1011, 1012 and 1013 of the Original Indenture as amended by this First Supplemental Indenture shall be subject to covenant defeasance. (m) Anything in the Indenture or the Notes to the contrary notwithstanding, payments of the principal of and premium, if any, and interest on the Global Notes shall be made by wire transfer. (n) To the extent that any provision of the Indenture or the Notes provides for the payment of interest on overdue principal of, or premium, if any, or interest on, the Notes, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Notes. If Additional Interest shall be payable on any Note for any day then, for purposes of the immediately preceding sentence, the rate of interest borne by such Note for such day shall be the sum of the original interest rate on such Note plus the rate at which Additional Interest shall accrue on such Note for such day. (o) The Notes shall have such other terms and provisions as are set forth in the form of Note attached as Exhibit A hereto, all of which terms and provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. (p) As used in the Indenture with respect to the Notes and in the certificates evidencing the Notes, all references to "premium" on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal amount of such Notes.

Creation of the Notes. Pursuant to Sections 201 and 301 Section 2.3 of the Original Indenture, there is hereby created a new series of Securities designated as the "6.505.95% Senior Notes due 20142008" and which are sometimes herein referred to as the "Notes." The Notes (including, without limitation, the Exchange Notes and Private Exchange Notes) shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing any Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The Notes shall have the following terms: (a) The aggregate principal amount of the Notes which that may be authenticated and delivered under the Indenture is initially limited to $100,000,000750,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3042.2A, 3052.8, 3062.9, 905 2.11, 2.12, 2.13, 8.5 or 1107 12.3 of the Original Indenture (and including, without limitation, Exchange Notes or Private Exchange Notes issued in exchange for other Notes); providedNotes which have been registered under the Securities Act in an exchange offer pursuant to the Registration Rights Agreement. However, however, that such series may be re-opened by the Company Issuer for the issuance of Additional Notes, so long as any such Additional Notes have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and except that the form of such Additional Notes may refer to a different Registration Rights Agreement than the Notes issued on the Closing Date and such Additional Notes, if issued pursuant to a registration statement which is effective under the Securities Act, need not bear the Private Placement Legend and may omit the paragraph included in Exhibit A hereto which refers to the Registration Rights Agreement), and carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided, however, that, notwithstanding the foregoing, such the series may not be re-opened reopened if the Company Issuer has effected defeasance satisfaction and discharge or covenant defeasance with respect to the Notes pursuant to Sections 402(2Section 10.1(A) or 402(3), respectively, 10.1(B) of the Original Indenture or has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Original Indenture; and provided, further, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. (b) The Notes are to be issuable only as Registered Securities without Coupons. The Notes shall may be issued in book-entry form and represented by one as either Physical Notes or more permanent global Notes registered in the name of a Depository Global Notes, or its nomineeboth, the initial Depository Depositary for the Global Notes shall be The Depository Trust Company, Company and the depository depositary arrangements shall be those employed by whoever whomever shall be the Depository Depositary with respect to the Global Notes from time to time, and . (c) The Notes issued on the Trustee Closing Date shall be entitled sold by the Issuer to make any endorsements on any Global Note the Initial Purchasers named in the Purchase Agreement (the form, terms, execution and delivery of such Purchase Agreement being hereby ratified and approved in all respects), at a price equal to reflect any increases or decreases in 99.875% of the principal amount thereof. Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture (the "Rule 144A Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes resold outside the United States of America in reliance on Regulation S shall be issued in the form of a permanent global Note, also substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited on behalf of the purchasers of Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The Rule 144A Global Note and the Regulation S Global Note are referred to collectively herein as the "Global Notes"). Each Global Note may be represented by more than one certificate, if so required by the Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as provided in the Indenture. Notwithstanding the foregoing, certificated Notes in definitive form ("Certificated Notes") may be issued in exchange for Global Notes under the circumstances contemplated by the seventh paragraph of Section 305 of the Original Indenture. (c) The initial offering price of the Notes issued on the Closing Date shall be 99.76399.500% of the principal amount thereof, thereof plus accrued interest, if any, from March 11the Closing Date, 2004and Initial Purchasers' discounts and commissions shall be 0.625% of the principal amount of the Notes. (d) The Stated Final Maturity Date of the Notes on which the principal thereof is due and payable shall be March 15November 1, 20142008. (e) The principal of the Notes shall bear interest at the rate of 6.505.95% per annum from March 11October 22, 2004 2001 or from the most recent date to which interest has been paid or duly provided for, payable semiannually in arrears on March 15 May 1 and September 15 (each, an "Interest Payment Date") November 1 of each year, commencing September 15May 1, 20042002, to the Persons in whose names such the Notes (or one or more Predecessor Securities) are registered at the close of business on the March 1 April 15 or September 1 October 15, as the case may be, immediately prior to preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day; provided that interest payable at Maturity shall be paid to Persons to whom principal is payable on such datepayment dates. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts of the nature referred to in subparagraph (15) of Section 2.3 of the Indenture shall be payable on the Notes. (f) The principal of and premium, if any, and interest on the Notes are redeemableshall be payable, the Notes may be surrendered for registration of transfer and exchange, and notices and demands to or upon the Issuer in respect of the Notes or the Indenture may be served, at the agency of the Issuer maintained for such purposes from time to time in the Borough of Manhattan, The City of New York, and the Issuer hereby appoints the Trustee as trustee, paying agent, transfer agent and registrar for the Notes and designates the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, as a the Issuer's agency for the foregoing purposes; provided, however, that the Issuer, subject to the applicable provisions of the Indenture, may, with respect to the Notes, appoint another Person to be the registrar, transfer agent or paying agent, and appoint additional registrars, transfer agents and paying agents, with respect to the Notes so long as the Issuer shall at all times maintain an agency for the foregoing purposes in the Borough of Manhattan, The City of New York for the Notes. (g) The Notes may be redeemed by the Issuer, in whole or from time to time in part, at the option of the Company Issuer on any date upon not less than 30 nor more than 60 days notice given as provided in the Indenture, at a redemption price calculated as provided in the form of Notes attached hereto as Exhibit A, plus accrued and unpaid interest on the principal amount being redeemed to the applicable redemption date; provided that payments of interest on the Notes that are due and payable on a date on or prior to a date fixed for redemption of the Notes will be payable to the Holders of the Notes registered as such at the close of business on the relevant record dates according to their terms and the terms and subject to provisions of the Indenture. Any redemption of Notes shall be made on the other terms and conditions set forth in the Original Indenture and in the form of Note attached as Exhibit A.Indenture. (gh) The Notes shall not be repayable or redeemable at the option of the Holders prior to the Stated Final Maturity Date of the Notes (provided that nothing in this Third Supplemental Indenture shall limit the right of the Trustee or the Holders of the Notes to declare the principal thereof (except of, and accrued and unpaid interest on, the Notes to be immediately due and payable as provided in Article Five of the Original Indenture) and shall not be subject to a sinking fund or analogous provision. (h) The Corporate Trust Office of the Trustee in Wilmington, Delaware is hereby designated as a Place of Payment for the Notes. (i) The Company hereby appoints the Trustee, acting through the office of the Trustee located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000-0000, as the Company's Office or Agency for the purposes specified in Section 1002 of the Original Indenture; provided, however, that subject to Section 1002 of the Original Indenture, the Company may at any time remove the Trustee as its Office or Agency in the City of Wilmington, Delaware designated for such purposes and may from time to time designate one or more other Offices or Agencies for such purposes and may from time to time rescind such designation, so long as the Company shall at all times maintain an Office or Agency for such purposes in the City of Wilmington, Delaware or the Borough of Manhattan, The City of New York. (j) The Notes shall be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. (k) The principal of, premium, if any, and interest on the Notes shall be payable in Dollarssuch coin or currency of the United States of America as of the time of payment shall be legal tender for the payment of public and private debts. (l) Sections 402(2) and 402(3) of the Original Indenture shall apply to the Notes; provided that (i) the Company may effect defeasance and covenant defeasance pursuant to Sections 402(2) and 402(3), respectively, only with respect to all (and not less than all) of the Outstanding Notes and (ii) in addition to the covenants subject to covenant defeasance expressly referred to in Section 402(3) of the Original Indenture, Sections 1010, 1011, 1012 and 1013 of the Original Indenture as amended by this First Supplemental Indenture shall be subject to covenant defeasance. (m) Anything in the Indenture or the Notes to the contrary notwithstanding, payments of the principal of and premium, if any, and interest on the Global Notes shall be made by wire transfer. (nj) To the extent that any provision of the Indenture or the Notes provides for the payment of interest on overdue principal of, or premium, if any, or interest (including, without limitation, any additional interest which may be payable pursuant to a Registration Rights Agreement) on, the Notes, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Notes. If Additional Interest Notes (and, if additional interest shall be payable at any time accrue on any Note the Notes pursuant to a Registration Rights Agreement, then the per annum interest rate on the Notes for any each day thenon which such additional interest shall accrue shall, for purposes of any such provision of the immediately preceding sentenceIndenture, the rate of interest borne by such Note for such day shall be deemed to be equal to the sum of the original interest rate on such Note 5.95% per annum plus the per annum rate at which Additional Interest such additional interest shall accrue on such Note for such day), and, anything in the Indenture to the contrary notwithstanding, in the case of any requirement in the Indenture that the Issuer pay (or that the Trustee distribute) interest on overdue principal of, or premium, if any, or interest on, the Notes, such payment or distribution shall only be required to the extent it is permitted by applicable law. (o) The Notes shall have such other terms and provisions as are set forth in the form of Note attached as Exhibit A hereto, all of which terms and provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. (pk) As used in the Indenture with respect to the Notes and in the certificates evidencing the Notes, all references to "premium" on the Notes shall mean any amounts (other than accrued interest) payable upon the redemption of any Notes Note in excess of 100% of the principal amount of such Note. (l) The following additional terms shall be applicable with respect to the Notes: (1) the phrase "due or to become due to such date of maturity" appearing in the 36th and 37th lines of Section 10.1(A) of the Indenture shall be deleted and replaced with the phrase "due or to become due on or prior to such date of maturity or redemption, as the case may be,"; (2) the Issuer shall not act as its own paying agent for purposes of Section 10.2 of the Indenture; (3) all references in the Indenture to the "Secretary" and any "Assistant Secretary" of the Issuer shall be deemed to include a reference to the Corporate Secretary and any Assistant Corporate Secretary, respectively, of the Issuer; and (4) the phrase "acquires by sale or conveyance substantially all the assets" appearing in clause (i) of Section 9.1 of the Prior Indenture shall be deleted and replaced with the phrase "acquires by sale or conveyance all or substantially all the assets". (m) The Notes shall have such additional terms and provisions as are set forth in the form of Note attached hereto as Exhibit A, which terms and provisions are hereby incorporated by reference in and made a part of this Third Supplemental Indenture and the Indenture as if set forth in full herein and therein.