Common use of General Terms and Conditions of the Notes Clause in Contracts

General Terms and Conditions of the Notes. Section 201. Designation and Principal Amount. There is hereby authorized and established a series of securities designated the 4.50% Senior Notes due 2008 (the "Notes"), in an aggregate principal amount of $1,000,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities of such series pursuant to Sections 304, 305, 306, 906 or 1105 of the Original Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes pursuant to Section 303 of the Original Indenture. The principal of the Notes shall be due and payable at their Stated Maturity. The Company may, from time to time and without the consent of the Holders, issue additional notes on terms and conditions identical to those of the Notes, which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The Company may issue Exchange Notes from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution and subject to Section 303 of the Original Indenture, in authorized denominations in exchange for a like principal amount of the Original Notes. Upon any such exchange of Original Notes, the Original Notes so exchanged shall be canceled in accordance with Section 308 of the Original Indenture and shall no longer be deemed Outstanding for any purpose. Their Stated Maturity shall be November 19, 2008 and they shall bear interest at the rate of 4.50% per annum, from November 19, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on November 19 and May 19, commencing May 19, 2004, until the principal thereof is paid or made available for payment; provided, however, that, with respect to the Registrable Notes, if a Registration Default occurs on any day, such Registrable Notes will bear additional interest as a result thereof (at an incremental rate per annum of 0.5%), as liquidated damages and not as a penalty, from such day to but not including the first day thereafter on which no Registration Default is continuing, all in accordance with the provisions of the Exchange and Registration Rights Agreement; provided, further, that any amount of interest on any Note which is overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306 of the Original Indenture. Accrued additional interest, if any, shall be paid in cash in arrears semi-annually on the Interest Payment Dates in each year, commencing on the first Interest Payment Date after the day on which the relevant Registration Default occurs.

General Terms and Conditions of the Notes. Section 201. Designation Designation, Principal Amount and Principal AmountInterest Rate. There is hereby authorized and established a series of securities Securities designated the 4.50“6.125% Senior Notes due 2008 2037” (the "“Notes"”), initially in an aggregate principal amount of $1,000,000,000 U.S.$400,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities Securities of such series pursuant to Sections 304, 305, 306, 906 or 1105 1205 of the Original Base Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes pursuant to Section 303 of the Original Base Indenture. The principal of the Notes shall be due and payable at their Stated Maturity. The Company may, from time to time and without the consent of the Holders, issue additional notes notes, with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, on terms and conditions identical to those of the NotesNotes (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid), which additional notes notes, together with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The Company may issue Exchange Notes from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution and subject to Section 303 Stated Maturity of the Original Indenture, in authorized denominations in exchange for a like principal amount of the Original Notes. Upon any such exchange of Original Notes, the Original Notes so exchanged shall be canceled in accordance with Section 308 of the Original Indenture and shall no longer be deemed Outstanding for any purpose. Their Stated Maturity shall be November 1915, 2008 and they 2037. The Notes shall bear interest at the rate of 4.506.125% per annum, from November 19October 30, 2003 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on May 15 and November 19 and May 1915, commencing on May 1915, 20042008, until the principal thereof is paid or made available for payment; provided, however, that, with respect to the Registrable Notes, if a Registration Default occurs on any day, such Registrable Notes will bear additional interest as a result thereof (at an incremental rate per annum of 0.5%), as liquidated damages and not as a penalty, from such day to but not including the first day thereafter on which no Registration Default is continuing, all in accordance with the provisions of the Exchange and Registration Rights Agreement; provided, further, that any amount of interest on any Note which is overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306 of the Original Base Indenture. Accrued additional interest, if any, shall be paid in cash in arrears semi-annually on the Interest Payment Dates in each year, commencing on the first Interest Payment Date after the day on which the relevant Registration Default occurs.

General Terms and Conditions of the Notes. Section 201. 2.1 Designation and Principal Amount. Amount There is hereby authorized and established a new series of securities Securities designated the 4.50"8.25% Senior Guaranteed Notes due 2008 (the "Notes"), in 2034." The Notes will initially be limited to an aggregate principal amount of $1,000,000,000 500,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities Securities of such series pursuant to Sections 3043.4, 3053.5, 306, 906 9.6 or 1105 11.5 of the Original Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes pursuant to Section 303 of the Original Indenture. The principal of the Notes shall be due and payable at their the Stated MaturityMaturity Date. The Company may, from time to time and without the consent of the Holders, issue additional notes on terms and conditions identical to those of the Notes, which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The Company may issue Exchange stated maturity of the Notes from time to time pursuant to an Exchange Offershall be on January 17, in each case pursuant to a Board Resolution and 2034, (the "Stated Maturity Date"). The Notes shall (subject to Section 303 10.6 of the Original Indenture, in authorized denominations in exchange for a like principal amount of the Original Notes. Upon any such exchange of Original Notes, the Original Notes so exchanged shall ) be canceled in accordance with Section 308 of the Original Indenture unsecured and shall no longer be deemed Outstanding for any purpose. Their Stated Maturity shall be November 19, 2008 and they shall bear interest at the rate of 4.508.25% per annum, from November 19January 15, 2003 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on November 19 January 17 and May 19July 17, commencing May 19July 17, 20042004 (each, an "Interest Payment Date"), until the principal thereof is paid or made available for payment; provided, however, that, with respect to . To the Registrable Notes, if a Registration Default occurs extent interest due on any day, such Registrable Notes will bear additional interest as a result thereof (at an incremental rate per annum of 0.5%), as liquidated damages and not as a penalty, from such day to but not including the first day thereafter on which no Registration Default is continuing, all in accordance with the provisions of the Exchange and Registration Rights Agreement; provided, further, that any amount of interest on any Note which is overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306 of the Original Indenture. Accrued additional interest, if any, shall be paid in cash in arrears semi-annually on the Interest Payment Dates in each year, commencing on the first Interest Payment Date after is not paid, interest shall accrue thereon at the day on which the relevant Registration Default occursRate of Interest, except as provided herein, until such unpaid interest and interest accrued thereon are paid in full.

General Terms and Conditions of the Notes. Section 201. Designation Designation, Principal Amount and Principal AmountInterest Rate. There is hereby authorized and established a series of securities Securities designated the 4.50“5.625% Senior Notes due 2008 2017” (the "“Notes"”), initially in an aggregate principal amount of $1,000,000,000 U.S.$600,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities Securities of such series pursuant to Sections 304, 305, 306, 906 or 1105 1205 of the Original Base Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes pursuant to Section 303 of the Original Base Indenture. The principal of the Notes shall be due and payable at their Stated Maturity. The Company may, from time to time and without the consent of the Holders, issue additional notes notes, with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, on terms and conditions identical to those of the NotesNotes (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid), which additional notes notes, together with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The Company may issue Exchange Notes from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution and subject to Section 303 Stated Maturity of the Original Indenture, in authorized denominations in exchange for a like principal amount of the Original Notes. Upon any such exchange of Original Notes, the Original Notes so exchanged shall be canceled in accordance with Section 308 of the Original Indenture and shall no longer be deemed Outstanding for any purpose. Their Stated Maturity shall be November 1915, 2008 and they 2017. The Notes shall bear interest at the rate of 4.505.625% per annum, from November 19October 30, 2003 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on May 15 and November 19 and May 1915, commencing on May 1915, 20042008, until the principal thereof is paid or made available for payment; provided, however, that, with respect to the Registrable Notes, if a Registration Default occurs on any day, such Registrable Notes will bear additional interest as a result thereof (at an incremental rate per annum of 0.5%), as liquidated damages and not as a penalty, from such day to but not including the first day thereafter on which no Registration Default is continuing, all in accordance with the provisions of the Exchange and Registration Rights Agreement; provided, further, that any amount of interest on any Note which is overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306 of the Original Base Indenture. Accrued additional interest, if any, shall be paid in cash in arrears semi-annually on the Interest Payment Dates in each year, commencing on the first Interest Payment Date after the day on which the relevant Registration Default occurs.

General Terms and Conditions of the Notes. Section 201. Designation 2.1 Designation, Principal Amount and Principal AmountRedemption. There is hereby authorized and established a new series of securities Securities designated the 4.50“6.125% Senior Guaranteed Notes due 2008 (the "Notes"), in 2033”. The Notes will initially be limited to an aggregate principal amount of $1,000,000,000 US$1,500,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities of such series Notes pursuant to Sections 3043.4, 3053.5, 306, 906 9.6 or 1105 11.5 of the Original Base Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes pursuant to Section 303 of the Original Indenture. The principal of the Notes shall be due and payable at their the Stated MaturityMaturity Date. The Company may, from time to time and without the consent of the Holders, issue additional notes on terms and conditions identical to those of the Notes, which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The Company may issue Exchange stated maturity of the Notes from time to time pursuant to an Exchange Offershall be on June 12, in each case pursuant to a Board Resolution and 2033 (the “Stated Maturity Date”). The Notes shall (subject to Section 303 10.6 of the Original Base Indenture, in authorized denominations in exchange for a like principal amount of the Original Notes. Upon any such exchange of Original Notes, the Original Notes so exchanged shall ) be canceled in accordance with Section 308 of the Original Indenture unsecured and shall no longer be deemed Outstanding for any purpose. Their Stated Maturity shall be November 19, 2008 and they shall bear interest at the rate of 4.506.125% per annum, from November 19June 12, 2003 2023 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on November 19 June 12 and May 19December 12 of each year, commencing May 19on December 12, 20042023 (each, an “Interest Payment Date”), until the principal thereof is paid or made available for payment; provided, however, that, with respect to . To the Registrable Notes, if a Registration Default occurs extent interest due on any day, such Registrable Notes will bear additional interest as a result thereof (at an incremental rate per annum of 0.5%), as liquidated damages and not as a penalty, from such day to but not including the first day thereafter on which no Registration Default is continuing, all in accordance with the provisions of the Exchange and Registration Rights Agreement; provided, further, that any amount of interest on any Note which is overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306 of the Original Indenture. Accrued additional interest, if any, shall be paid in cash in arrears semi-annually on the Interest Payment Dates in each year, commencing on the first Interest Payment Date after is not paid, interest shall accrue thereon at the day on which the relevant Registration Default occursRate of Interest, except as provided herein, until such unpaid interest and interest accrued thereon are paid in full.