Common use of PRIOR ISSUANCE OF NOTES, ETC Clause in Contracts

PRIOR ISSUANCE OF NOTES, ETC. The Company has outstanding (i) $4,090,909 in aggregate principal amount of its 7.25% Senior Notes, Series A, due June 30, 2009 (collectively, the “Existing Series A Notes”), (ii) $15,000,001 in aggregate principal amount of its 7.45% Senior Notes, Series B, due June 30, 2011 (collectively, the “Existing Series B Notes”) and (iii) $10,909,090 in aggregate principal amount of its 7.55% Senior Notes, Series C, due June 30, 2012 (collectively, the “Existing Series C Notes” and together with the Existing Series A Notes and the Existing Series B Notes, collectively, the “Existing Notes”, and the Existing Notes, as amended pursuant to this Agreement and as may be further amended, restated, modified or replaced from time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement, the “Notes”) under the Note Purchase Agreement dated as of June 1, 2004 by and among the Company and the purchasers named in Schedule A thereto, as amended by that certain First Amendment to Note Purchase Agreement, dated as of August 3, 2005, that certain Second Amendment to Note Purchase Agreement, dated as of March 13, 2006, and that certain Third Amendment to Note Purchase Agreement dated as of April 6, 2007 (as so amended, the “Existing Note Agreement” and, as amended pursuant to this Agreement and as may be further amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”). The Company represents and warrants to each of you that the register kept by the Company for the registration and transfer of the Notes indicates that each of the Persons named in Annex 1 hereto (collectively, the “Current Noteholders”) is currently a holder of the aggregate principal amount of the Notes of each Series indicated in such Annex.

PRIOR ISSUANCE OF NOTES, ETC. The Company has outstanding is a party to a certain Note Purchase Agreement dated as of March 5, 2003 with the purchasers named in Schedule A thereto, as amended by that certain Amendment and Waiver No. 1 to Note Purchase Agreement (ithe "FIRST AMENDMENT AGREEMENT") $4,090,909 in aggregate principal amount dated as of its 7.25% Senior Notes, Series A, due June 30, 2009 2005, and that certain Amendment No. 2 to Note Purchase Agreement (collectivelythe "SECOND AMENDMENT AGREEMENT") dated as of August 5, 2005 (as amended by the First Amendment Agreement and the Second Amendment Agreement, the “Existing Series A Notes”), (ii) $15,000,001 in aggregate principal amount of its 7.45% Senior Notes, Series B, due June 30, 2011 (collectively, the “Existing Series B Notes”) and (iii) $10,909,090 in aggregate principal amount of its 7.55% Senior Notes, Series C, due June 30, 2012 (collectively, the “Existing Series C Notes” and together with the Existing Series A Notes and the Existing Series B Notes, collectively, the “Existing Notes”, and the Existing Notes"EXISTING NOTE PURCHASE AGREEMENT" and, as amended pursuant to this Agreement and as may be further amended, restated or otherwise modified from time to time, the "NOTE PURCHASE AGREEMENT") pursuant to which the Company issued and sold three hundred million dollars ($300,000,000) in aggregate principal amount of its 4.66% Senior Guaranteed Notes due March 5, 2011, which Notes were amended pursuant to the Second Amendment Agreement to be the Company's Adjustable Rate Senior Guaranteed Notes due March 5, 2011 (as amended, restated, modified or replaced from time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement, the “Notes”) under the Note Purchase Agreement dated as of June 1, 2004 by and among the Company and the purchasers named in Schedule A thereto, as amended by that certain First Amendment to Note Purchase Agreement, dated as of August 3, 2005, that certain Second Amendment to Note Purchase Agreement, dated as of March 13, 2006, and that certain Third Amendment to Note Purchase Agreement dated as of April 6, 2007 (as so amended, the “Existing Note Agreement” and, as amended pursuant to this Agreement and as may be further amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”"NOTES"). The Company represents and warrants to each of you that the register kept by the Company for the registration and transfer of the Notes indicates that each of the Persons named in Annex 1 hereto (collectively, the “Current Noteholders”"CURRENT NOTEHOLDERS") is currently a holder of the aggregate principal amount of the Notes of each Series indicated in such Annex.

PRIOR ISSUANCE OF NOTES, ETC. The Company has outstanding issued and sold its (ia) $4,090,909 senior promissory notes due January 15, 2004 (the "SERIES A NOTES") in the original aggregate principal amount of its 7.25% Senior Notes, Series A, due June 30, 2009 (collectively, the “Existing Series A Notes”), (ii) $15,000,001 in aggregate principal amount of its 7.45% Senior Notes, Series B, due June 30, 2011 (collectively, the “Existing Series B Notes”) and (iii) $10,909,090 in aggregate principal amount of its 7.55% Senior Notes, Series C, due June 30, 2012 (collectively, the “Existing Series C Notes” and together with the Existing Series A Notes and the Existing Series B Notes, collectively, the “Existing Notes”, and the Existing Notes, as amended 100,000,000 pursuant to this Agreement and as may be further amended, restated, modified or replaced from time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement, the “Notes”) under the Note Purchase Agreement dated as of June 1, 2004 by and among the Company and the purchasers named in Schedule A thereto, as amended by that certain First Amendment to Note Purchase Agreement, dated as of August 3January 10, 20051994, as amended by the Amended and Restated Note Agreement dated as of February 4, 2000, and as further amended by that certain Second Amendment to Amended and Restated Note Purchase Agreement, dated as of March 13April 30, 20062002 (the "EXISTING NOTE AGREEMENT") among the Company, The Prudential Insurance Company of America ("PRUDENTIAL") and U.S. Private Placement Fund (the "FUND"); and (b) senior promissory notes due July 15, 2006 (the "SERIES B NOTES" and together with the Series A Notes, the "NOTES") in the original aggregate principal amount of $75,000,000 pursuant to that certain Third Amendment to Note Purchase Agreement, dated as of February 20, 1997 among the Company, Prudential and the Fund, as amended by the Amended and Restated Note Agreement dated as of April 6February 4, 2007 (2000, and as so amended, further amended by the “Existing Note Agreement” and. The Existing Note Agreement, as may be amended pursuant to this Amendment No. 1 and Waiver to Second Amended and Restated Note Agreement (this "AMENDMENT") and as may be further amended, restated or otherwise modified from time to time, is hereinafter referred to as the “Note Purchase Agreement”). The Company represents and warrants to each of you that the register kept by the Company for the registration and transfer "NOTE AGREEMENT." As of the Notes indicates that each of the Persons named in Annex 1 hereto (collectivelydate hereof, the “Current Noteholders”) is currently a holder of the aggregate outstanding principal amount of the Series A Notes is $41,058,376.04 and the outstanding principal amount of each the Series indicated in such AnnexB Notes is $68,430,626.74.

PRIOR ISSUANCE OF NOTES, ETC. The Company has outstanding issued and sold (i) $4,090,909 7,500,000 in aggregate principal amount of its 7.254.73% Senior Notes, Series A, due June 30, 2009 (collectively, the “Existing Series A Notes”), (ii) $15,000,001 27,500,000 in aggregate principal amount of its 7.455.35% Senior Notes, Series B, due June 30, 2011 (collectively, the “Existing Series B Notes”) and (iii) $10,909,090 20,000,000 in aggregate principal amount of its 7.555.78% Senior Notes, Series C, due June 30, 2012 2014 (collectively, the “Existing Series C Notes” and together with the Existing Series A Notes and the Existing Series B Notes, collectively, the “Existing Notes”, and the Existing Notes, as amended pursuant to this Agreement and as may be further amended, restated, modified or replaced from time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement, the “Notes”) under pursuant to the Note Purchase Agreement dated as of June 1, 2004 by and among the Company and the purchasers named in Schedule A thereto, as amended by that certain First Amendment to Note Purchase Agreement, dated as of August 3, 2005, 2005 and that certain Second Amendment to Note Purchase Agreement, dated as of March 13, 2006, and that certain Third Amendment to Note Purchase Agreement dated as of April 6, 2007 2006 (as so amended, the “Existing Note Agreement” and, as amended pursuant to this Agreement and as may be further amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”). The Company represents and warrants to each of you that the register kept by the Company for the registration and transfer of the Notes indicates that each of the Persons named in Annex 1 hereto (collectively, the “Current Noteholders”) is currently a holder of the aggregate principal amount of the Notes of each Series indicated in such Annex.