Common use of Form and Terms of Notes Clause in Contracts

Form and Terms of Notes. There shall be and there is hereby created for issuance under the Original Indenture, as supplemented by this First Supplemental Indenture; (i) a series of Securities which shall consist of an aggregate principal amount of U.S.$250,000,000 2017 Notes; and (ii) a series of Securities which shall consist of an aggregate principal amount of U.S.$1,250,000,000 2037 Notes provided, however, that if the Issuer shall, at any time after the date hereof, increase the principal amount of either or both series of Notes which may be issued and issue such increased principal amount (or any portion thereof), then any such additional Notes so issued shall have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and, under certain circumstances, the first interest payment date), and shall carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; and provided, further, that, notwithstanding the foregoing, the Issuer shall not be entitled to increase the principal amount of Notes which may be issued or issue any such increased principal amount if the Issuer has effected satisfaction and discharge of the Indenture pursuant to Section 4.01 of the Original Indenture or defeasance or covenant defeasance pursuant to Article 13 of the Original Indenture. The 2017 Notes will mature, and the principal of the 2017 Notes and accrued and unpaid interest thereon will be due and payable, on May 15, 2017, or such earlier date as the principal of any of the 2017 Notes may become due and payable in accordance with the provisions of the Original Indenture and this First Supplemental Indenture. The 2037 Notes will mature, and the principal of the 2037 Notes and accrued and unpaid interest thereon will be due and payable, on May 15, 2037, or such earlier date as the principal of any of the 2037 Notes may become due and payable in accordance with the provisions of the Original Indenture and the First Supplemental Indenture. The Notes shall bear interest on the principal amount thereof from May 4, 2007 or from the last date to which interest shall have been paid or duly made available for payment on the Notes, whichever is later, at the rate of 5.65% per annum in the case of the 2017 Notes and at the rate of 6.40% per annum in the case of the 2037 Notes, in each case payable semi-annually in arrears on May 15 and November 15 (each, an "INTEREST PAYMENT DATE") in each year, commencing November 15, 2007, until the principal of and premium, if any, on the applicable series of Notes is paid or duly made available for payment; and should the Issuer at any time default in the payment of any principal of, or premium, if any, or interest on either series of the Notes when due, the Issuer shall pay interest (such interest to be payable on demand), to the extent permitted by law, on the amount in default at the same rate applicable to such series of Notes. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Original Indenture, be paid to the Persons in whose names the Notes (or one or more predecessor Notes) are registered at the close of business on May 1 or November 1 (the "REGULAR RECORD DATES"), as the case may be, immediately prior to such Interest Payment Date, regardless of whether any such Regular Record Date is a business day. Any such interest on the Notes not so punctually paid or duly provided for on any Interest Payment Date shall be payable, as applicable, as provided in the forms of Notes annexed hereto as Schedule A and Schedule B to this First Supplemental Indenture. For the purposes only of the disclosure required by the INTEREST ACT (Canada), and without affecting the amount of interest payable to any holder of a Note or the calculation of interest on any Note, if the rate of interest on any Note is calculated on the basis of a year (the "DEEMED year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for the purposes of the INTEREST ACT (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

Form and Terms of Notes. There shall be and there is hereby created for issuance under the Original Trust Indenture, as supplemented by this First Supplemental Indenture; : (i) a series of Debt Securities which shall consist of an and be limited (subject to the exceptions set forth in Section 2.2(b) of the Original Indenture) to the aggregate principal amount of U.S.$250,000,000 2017 Notesand shall be designated as 5.20% Notes due 2015; and (ii) a series of Debt Securities which shall consist of an and be limited (subject to the exceptions set forth in Section 2.2(b) of the Original Indenture) to the aggregate principal amount of U.S.$1,250,000,000 2037 U.S.$790,000,000 and shall be designated as 5.875% Notes due 2035; provided, however, that if the Issuer Corporation shall, at any time after the date hereof, increase the principal amount of either or both series of Notes which may be issued and issue such increased principal amount (or any portion thereof), then any such additional Notes so issued shall have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and, under certain circumstances, the first interest payment date), and shall carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; and provided, further, that, notwithstanding the foregoing, the Issuer Corporation shall not be entitled to increase the principal amount of Notes which may be issued or issue any such increased principal amount if the Issuer Corporation has effected satisfaction and discharge of the Trust Indenture pursuant to Section 4.01 7.4 of the Original Indenture or defeasance or covenant defeasance pursuant to Article 13 of the Original Indenture. The 2017 5.20% Notes will mature, and the principal of the 2017 5.20% Notes and accrued and unpaid interest thereon will be due and payable, on May 15March 10, 20172015, or such earlier date as the principal of any of the 2017 5.20% Notes may become due and payable in accordance with the provisions of the Original Indenture and this First Supplemental Trust Indenture. The 2037 5.875% Notes will mature, and the principal of the 2037 5.875% Notes and accrued and unpaid interest thereon will be due and payable, on May 15March 10, 20372035, or such earlier date as the principal of any of the 2037 5.875% Notes may become due and payable in accordance with the provisions of the Original Indenture and the First Supplemental Trust Indenture. The Notes shall bear interest on the principal amount thereof from May 4March 10, 2007 2005 or from the last date to which interest shall have been paid or duly made available for payment on the Notes, whichever is later, at the rate of 5.655.20% per annum in the case of the 2017 5.20% Notes and at the rate of 6.405.875% per annum in the case of the 2037 5.875% Notes, in each case payable semi-annually in arrears on May 15 September 10 and November 15 March 10 (each, an "INTEREST PAYMENT DATEInterest Payment Date") in each year, commencing November 15September 10, 20072005, until the principal of and premium, if any, on the applicable series of Notes is paid or duly made available for payment; and should the Issuer Corporation at any time default in the payment of any principal of, or premium, if any, or interest on either series of the Notes when due, the Issuer Corporation shall pay interest (such interest to be payable on demand), to the extent permitted by law, on the amount in default at the same rate applicable to such series of Notes. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Original Trust Indenture, be paid to the Persons in whose names the Notes (or one or more predecessor Notes) are registered at the close of business on May 1 February 23 or November 1 August 26 (the "REGULAR RECORD DATESRegular Record Dates"), as the case may be, immediately prior to such Interest Payment Date, regardless of whether any such Regular Record Date is a business day. Any such interest on the Notes not so punctually paid or duly provided for on any Interest Payment Date shall be payable, as applicable, as provided in the forms of Notes annexed hereto as Schedule A and Schedule B to this First Supplemental Indenture. For the purposes only of the disclosure required by the INTEREST ACT (Canada), and without affecting the amount of interest payable to any holder of a Note or the calculation of interest on any Note, if the rate of interest on any Note is calculated on the basis of a year (the "DEEMED deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for the purposes of the INTEREST ACT (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. All payments of principal of and premium, if any, and interest on the Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and all references herein to "United States dollars", "U.S.$" or "U.S. dollars" shall be deemed to refer to such coin or currency of the United States of America. The principal of and premium, if any, and interest on the Notes shall be payable, and the Notes may be surrendered for exchange, registration, transfer or discharge from registration, at the office or agency maintained by the Corporation for such purpose from time to time in the City of Calgary, Alberta (which shall initially be the office of the Trustee in the City of Calgary, Alberta) and, under the circumstances described in Section 2.14(j) of the Original Indenture, in the Borough of Manhattan, The City of New York, and in such other places as the Corporation may from time to time designate. The Trustee is hereby appointed as the initial Paying Agent, registrar and transfer agent for the Notes in the City of Calgary, Alberta. The Notes shall be issued only as fully registered Notes, without coupons, in denominations of U.S.$1,000 and integral multiples thereof. Each series of Notes initially will be represented by one or more Global Debt Securities (collectively, the "Global Note") registered in the name of The Depository Trust Company, as Depositary or its nominee, or a successor depositary or its nominee. The Notes and the certificate of the Trustee endorsed thereon shall be in the form set out in Schedule A, in the case of the 5.20% Notes, and Schedule B, in the case of the 5.875% Notes, to this Supplemental Indenture with such appropriate insertions, omissions, substitutions and variations as the Trustee may approve and shall be numbered in such manner as the Trustee may approve, such approvals of the Trustee concerning any Note to be conclusively evidenced by its certification of such Note. The register referred to in Section 3.2 of the Original Indenture shall, with respect to the Notes, be kept at the office or agency in the City of Calgary, Alberta that the Corporation may from time to time designate for such purpose (which shall initially be the office of the Trustee in the City of Calgary, Alberta), and at such other place or places as the Corporation with the approval of the Trustee may hereafter designate. Without limitation to the foregoing, if the Corporation shall at any time be required by the terms of any series of Notes or the Trust Indenture to appoint a registrar for such Notes in the Borough of Manhattan, The City of New York, the Corporation shall cause a register for such Notes also to be kept at the office of the registrar in the Borough of Manhattan, The City of New York and the Trustee hereby gives its approval to a register being kept at such place. The Notes shall be subject to redemption at the option of the Corporation as provided in Article 3 of this Supplemental Indenture. The Corporation shall not be required to redeem, purchase or repay Notes pursuant to any mandatory redemption, sinking fund or analogous provision or at the option of the holders thereof. The Notes will not be convertible into or exchangeable for securities of any Person. The Notes will be entitled to the benefit of Debt Securities Guarantees upon the terms and conditions set forth in Article 4 of this Supplemental Indenture. The Notes shall have the other terms and provisions set forth in the forms of Notes attached hereto as Schedule A to this Supplemental Indenture, in the case of the 5.20% Notes, and Schedule B to this Supplemental Indenture, in the case of the 5.875% Notes, with the same force and effect as if such terms and provisions were set forth in full herein.

Form and Terms of Notes. There shall be and there is hereby created for issuance under the Original Indenture, as supplemented by this First Fifth Supplemental Indenture; (i) Indenture a series of Securities which shall consist of an initial aggregate principal amount of U.S.$250,000,000 2017 U.S.$500,000,000 of Notes; and (ii) a series of Securities which shall consist of an aggregate principal amount of U.S.$1,250,000,000 2037 Notes provided, however, that if the Issuer Corporation shall, at any time after the date hereof, increase the principal amount of either or both series of Notes which may be issued and issue such increased principal amount (or any portion thereof), then any such additional Notes so issued shall have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and, under certain circumstances, the first interest payment date), and shall carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; and provided, further, that, notwithstanding the foregoing, the Issuer Corporation shall not be entitled to increase the principal amount of Notes which may be issued or issue any such increased principal amount if the Issuer Corporation has effected satisfaction and discharge of the Original Indenture pursuant to Section 4.01 401 of the Original Indenture or defeasance or covenant defeasance pursuant to Article 13 14 of the Original Indenture. The 2017 Notes will mature, and the principal of the 2017 Notes and accrued and unpaid interest thereon will be due and payable, on May June 15, 20172049 (such date being the “Stated Maturity” of the outstanding principal amount of the Notes), or such earlier date as the principal of any of the 2017 Notes may become due and payable in accordance with the provisions of the Original Indenture and this First Supplemental Indenture. The 2037 Notes will mature, and the principal of the 2037 Notes and accrued and unpaid interest thereon will be due and payable, on May 15, 2037, or such earlier date as the principal of any of the 2037 Notes may become due and payable in accordance with the provisions of the Original Indenture and the First Fifth Supplemental Indenture. The Notes shall bear interest on the principal amount thereof from May 428, 2007 2019 or from the last date to which interest shall have been paid or duly made available for payment on the Notes, whichever is later, at the rate of 5.654.300% per annum in the case of the 2017 Notes and at the rate of 6.40% per annum in the case of the 2037 Notesannum, in each case payable semi-annually in arrears on May June 15 and November December 15 (each, an "INTEREST PAYMENT DATE"“Interest Payment Date”) in each year, commencing November December 15, 2007, 2019 until the principal of and premium, if any, on the applicable series of Notes is paid or duly made available for payment; and should the Issuer Corporation at any time default in the payment of any principal of, or premium, if any, or interest on either series of the Notes when due, the Issuer Corporation shall pay interest (such interest to be payable on demand), to the extent permitted by law, on the amount in default at the same rate applicable to such series of the Notes. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Original Indenture, be paid to the Persons in whose names the Notes (or one or more predecessor Notes) are registered at the close of business on May June 1 or November and December 1 (being the "REGULAR RECORD DATES"“Regular Record Dates”), as the case may be, immediately prior to such Interest Payment Date, regardless of whether any such Regular Record Date is a business dayBusiness Day. Any such interest on the Notes not so punctually paid or duly provided for on any Interest Payment Date shall be payable, as applicable, as provided in the forms form of Notes Note annexed hereto as Schedule A and Schedule B A-1 to this First Fifth Supplemental Indenture. The Notes constitute unsecured obligations of the Corporation and rank pari passu with all of its other unsecured and unsubordinated debt from time to time outstanding and pari passu with other Securities issued pursuant to the Original Indenture. For the purposes only of disclosure under the disclosure required by the INTEREST ACT Interest Act (Canada), and without affecting the amount of interest payable to any holder of a Note or the calculation of interest on any Note, if the yearly rate of interest on to which interest calculated under the Notes for any Note is calculated on the basis of a period in any calendar year (the "DEEMED year"“calculation period”) is equivalent, is the rate payable under the Notes in respect of the calculation period multiplied by a fraction the numerator of which contains fewer is the actual number of days than in such calendar year and the denominator of which is the actual number of days in the calendar year calculation period. All payments of calculationprincipal of and premium, if any, and interest on the Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and all references herein to “United States dollars”, “U.S.$” or “U.S. dollars” shall be deemed to refer to such coin or currency of the United States of America. The principal of and premium, if any, and interest on the Notes shall be payable, and the Notes may be surrendered for exchange, registration or transfer, at the Corporate Trust Office of the U.S. Trustee, and in such other places as the Corporation may from time to time designate in accordance with the Original Indenture. The U.S. Trustee is hereby appointed as the initial Paying Agent, Security Registrar and transfer agent for the Notes. The Notes shall be issued only as fully registered Notes, without coupons, in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 thereafter. The Notes initially will be represented by one or more global Securities (collectively, the “Global Notes”) registered in the name of The Depository Trust Company, as Depositary or its nominee, or a successor depositary or its nominee. The certificates representing the Notes shall bear the following legend: “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” The Notes and the certificate of authentication of the U.S. Trustee and the Canadian Trustee endorsed thereon shall be in the applicable forms set out in Schedule A-1 to this Fifth Supplemental Indenture with such appropriate insertions, omissions, substitutions and variations as the Trustee may approve and shall be numbered in such manner as the Trustee may approve, such rate approvals of interest the Trustee concerning any Note to be conclusively evidenced by its authentication of such Note. The Security Register referred to in Section 305 of the Original Indenture shall, with respect to the Notes, be kept at the office or agency that the Corporation may from time to time designate for such purpose (which shall initially be the Corporate Trust Office of the U.S. Trustee), and at such other place or places as the Corporation may hereafter designate. The Notes shall be expressed as a yearly rate for subject to redemption at the purposes option of the INTEREST ACT Corporation as provided in Article 3 (CanadaOptional Redemption of Notes) by multiplying such rate of interest this Fifth Supplemental Indenture and Article 11 of the Original Indenture and the Notes shall be subject to repurchase by the actual number Corporation as provided in Article 4 (Change of days Control) of this Fifth Supplemental Indenture. The Corporation shall not otherwise be required to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provision or at the option of the Holders thereof. The Notes will not be convertible into or exchangeable for securities of any Person. The Corporation shall be required to pay Additional Amounts as contemplated in Section 1005 of the Original Indenture. The Notes shall have the other terms and provisions set forth in the calendar year form of calculation Note attached hereto as Schedule A-1 to this Fifth Supplemental Indenture with the same force and dividing it by the number of days effect as if such terms and provisions were set forth in the deemed yearfull herein.

Form and Terms of Notes. There shall be and there is hereby created for issuance under the Original Indenture, as supplemented by this First Fifth Supplemental Indenture; Indenture (i) a series of Securities which shall consist of an aggregate principal amount of U.S.$250,000,000 2017 Notes; 2022 Notes and (ii) a series of Securities which shall consist of an aggregate principal amount of U.S.$1,250,000,000 2037 Notes U.S.$250,000,000 2042 Notes; provided, however, that if the Issuer shall, at any time after the date hereof, increase the principal amount of either 2022 Notes or both series of 2042 Notes which may be issued and issue such increased principal amount (or any portion thereof), then any such additional 2022 Notes or 2042 Notes, as applicable, so issued shall have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and, under certain circumstances, the first interest payment date), and shall carry the same right to receive accrued and unpaid interest, as the 2022 Notes or 2042 Notes theretofore issued; and provided, further, that, notwithstanding the foregoing, the Issuer shall not be entitled to increase the principal amount of 2022 Notes or 2042 Notes which may be issued or issue any such increased principal amount if the Issuer has effected satisfaction and discharge of the Indenture pursuant to Section 4.01 of the Original Indenture or defeasance or covenant defeasance pursuant to Article 13 12 of the Original Indenture. The 2017 2022 Notes will mature, and the principal of the 2017 2022 Notes and accrued and unpaid interest thereon will be due and payable, on May January 15, 20172022, or such earlier date as the principal of any of the 2017 2022 Notes may become due and payable in accordance with the provisions of the Original Indenture and this First Fifth Supplemental Indenture. The 2037 2042 Notes will mature, and the principal of the 2037 2042 Notes and accrued and unpaid interest thereon will be due and payable, on May January 15, 20372042, or such earlier date as the principal of any of the 2037 2042 Notes may become due and payable in accordance with the provisions of the Original Indenture re and the First this Fifth Supplemental Indenture. The 2022 Notes and the 2042 Notes shall each bear interest on the principal amount thereof from May 4December l , 2007 2011 or from the last date to which interest shall have been paid or duly made available for payment on the 2022 Notes or the 2042 Notes, as applicable, whichever is later, at the rate of 5.65(i) 4.500% per annum in for the case of the 2017 2022 Notes and at the rate of 6.40(ii) 5.750% per annum in for the case of the 2037 2042 Notes, in each case subject to adjustment pursuant to Article 5 hereof, payable semi-annually in arrears on May January 15 and November July 15 (each, an "INTEREST PAYMENT DATEInterest Payment Date") in each year, commencing November July 15, 20072012, until the principal of and premium, if any, on the applicable series of Notes is paid or duly made available for payment; and should the Issuer at any time default in the payment of any principal of, or premium, if any, or interest on either series of the 2022 Notes or the 2042 Notes, as applicable, when due, the Issuer shall pay interest (such interest to be payable on demand), to the extent permitted by law, on the amount in default at the same rate applicable to such the series of NotesNotes on which the Issuer defaulted. Interest on the Notes of each series shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Original Indenture, be paid to the Persons in whose names the Notes (or one or more predecessor Notes) are registered at the close of business on May 1 or November January l and July 1 (the "REGULAR RECORD DATESRegular Record Dates"), as the case may be, immediately prior to such Interest Payment Date, regardless of whether any such Regular Record Date is a business day. Any such interest on the Notes not so punctually paid or duly provided for on any Interest Payment Date shall be payable, as applicable, as provided in the forms form of Notes 2022 Note and form of 2042 Note annexed hereto as Schedule A A-1 and Schedule B A-2, respectively, to this First Fifth Supplemental Indenture. The Notes constitute unsecured obligations of the Issuer and rank pari passu with all of its other unsecured and unsubordinated debt from time to time outstanding and pari passu with other notes issued pursuant to the Original Indenture. For the purposes only of the disclosure required by the INTEREST ACT Interest Act (Canada), and without affecting the amount of interest payable to any holder of a Note or the calculation of interest on any Note, if the rate of interest on any Note is calculated on the basis of a year (the "DEEMED deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for the purposes of the INTEREST ACT Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. All payments of principal of and premium, if any, and interest on the Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and all references herein to "United States dollars", "U.S.$" or "U.S. dollars" shall be deemed to refer to such coin or currency of the United States of America. The principal of and premium, if any, and interest on the Notes shall be payable, and the Notes may be surrendered for exchange, registration, transfer or discharge from registration, at the Corporate Trust Office of the Trustee in the City of New York, New York, and in such other places as the Issuer may from time to time designate in accordance with the Original Indenture. The Trustee is hereby appointed as the initial Paying Agent, registrar and transfer agent for the Notes in the City of New York, New York. The Notes of each series shall be issued only as fully registered Notes, without coupons, in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 thereafter. Each series of Notes initially will be represented by one or more global Securities (collectively, the "Global Notes") registered in the name of The Depository Trust Company, as Depositary or its nominee, or a successor depositary or its nominee. The certificates representing the Notes shall bear the following legend: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY OTC TO A NOMINEE OF OTC OR BY A NOMINEE OF OTC TO OTC OR ANOTHER NOMINEE OF OTC OR BY OTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." The 2022 Notes and the 2042 Notes and the certificate of the Trustee endorsed thereon shall be in the form set out in Schedule A-1 and Schedule A-2, respectively, to this Fifth Supplemental Indenture with such appropriate insertions, omissions, substitutions and variations as the Trustee may approve and shall be numbered in such manner as the Trustee may approve, such approvals of the Trustee concerning any Note to be conclusively evidenced by its certification of such Note. The Security Register referred to in Section 3.05 of the Original Indenture shall, with respect to the Notes of each series, be kept at the office or agency in the City of New York, New York that the Issuer may from time to time designate for such purpose (which shall initially be the Corporate Trust Office of the Trustee in the City of New York, New York), and at such other place or places as the Issuer with the approval of the Trustee may hereafter designate. The Notes shall be subject to redemption at the option of the Issuer as provided in Article 3 (Optional Redemption of Notes) of this Fifth Supplemental Indenture and Article 10 of the Original Indenture and repurchase by the Issuer as provided in Article 4 (Change of Control) of this Fifth Supplemental Indenture. The Issuer shall not otherwise be required to redeem, purchase or repay Notes of either series pursuant to any mandatory redemption, sinking fund or analogous provision or at the option of the holders thereof. The Notes will not be convertible into or exchangeable for securities of any Person.

Form and Terms of Notes. There shall be and there is hereby created for issuance under the Original Indenture, as supplemented by this First Supplemental Indenture; (i) Trust Indenture a series of Debt Securities which shall consist of an and be limited (subject to the exceptions set forth in Section 2.2(b) of the Original Indenture) to the aggregate principal amount of U.S.$250,000,000 2017 U.S. $225,000,000 and shall be designated as 7 1/8% Notes due 2004 (the “Notes”); and (ii) a series of Securities which shall consist of an aggregate principal amount of U.S.$1,250,000,000 2037 Notes provided, however, that if the Issuer Corporation shall, at any time after the date hereof, increase the principal amount of either or both series of Notes which may be issued and issue such increased principal amount (or any portion thereof), then any such additional Notes so issued shall have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and, under certain circumstances, the first interest payment dateaccrue), and shall carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; and provided, further, that, notwithstanding the foregoing, the Issuer Corporation shall not be entitled to increase the principal amount of Notes which may be issued or issue any such increased principal amount if the Issuer Corporation has effected satisfaction and discharge of the Trust Indenture pursuant to Section 4.01 7.4 of the Original Indenture or defeasance or covenant defeasance pursuant to Article 13 of the Original Indenture. The 2017 Notes will mature, and the principal of the 2017 Notes and accrued and unpaid interest thereon will be due and payable, on May 15February 4, 20172004, or such earlier date as the principal of any of the 2017 Notes may become due and payable in accordance with the provisions of the Original Indenture and this First Supplemental Indenture. The 2037 Notes will mature, and the principal of the 2037 Notes and accrued and unpaid interest thereon will be due and payable, on May 15, 2037, or such earlier date as the principal of any of the 2037 Notes may become due and payable in accordance with the provisions of the Original Indenture and the First Supplemental Trust Indenture. The Notes shall bear interest on the principal amount thereof from May February 4, 2007 1999 or from the last date to which interest shall have been paid or duly made available for payment on the Notes, whichever is later, at the rate of 5.657 1/8% per annum in the case of the 2017 Notes and at the rate of 6.40% per annum in the case of the 2037 Notesannum, in each case payable semi-annually semiannually in arrears on May 15 February 4 and November 15 August 4 (each, an "INTEREST PAYMENT DATE"“Interest Payment Date”) in each year, commencing November 15August 4, 20071999, until the principal of and premium, if any, on the applicable series of Notes is paid or duly made available for payment; and should the Issuer Corporation at any time default in the payment of any principal of, or premium, if any, or interest on either series of the Notes when due, the Issuer Corporation shall pay interest (such interest to be payable on demand), ; to the extent permitted by law, on the amount in default at the same rate applicable to such series of Notesrate. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Original Trust Indenture, be paid to the Persons in whose names the Notes (or one or more predecessor Notes) are registered at the close of business on May 1 the January 20 or November 1 July 20 (the "REGULAR RECORD DATES"“Regular Record Dates”), as the case may be, immediately prior to such Interest Payment Date, regardless of whether any such Regular Record Date is a business day. Any such interest on the Notes not so punctually paid or duly provided for on any Interest Payment Date shall be payable, as applicable, payable as provided in the forms form of Notes Note annexed hereto as Schedule A and Schedule B to this First Supplemental Indenture. For the purposes only of the disclosure required by the INTEREST ACT Interest Act (Canada), and without affecting the amount of interest payable to any holder of a Note or the calculation of interest on any Note, if the rate of interest on any Note is calculated on the basis of a year (the "DEEMED “deemed year"”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for the purposes of the INTEREST ACT Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.. All payments of principal of and premium, if any, and interest on the Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and all references herein to “United States dollars”, “U.S.