Common use of Terms of Offered Securities Clause in Contracts

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute two new series of securities having the titles “1.350% Senior Notes due 2015” and “3.200% Senior Notes due 2022.” (2) The initial aggregate principal amount of the 2015 Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other 2015 Notes pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03 of the Base Indenture) is $600,000,000. The initial aggregate principal amount of the 2022 Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other 2022 Notes pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03 of the Base Indenture) is $650,000,000. (3) The entire Outstanding principal amount of the 2015 Notes shall be payable on May 29, 2015 and the entire Outstanding principal amount of the 2022 Notes shall be payable on June 15, 2022. (4) The rate at which the 2015 Notes shall bear interest shall be 1.350% per year. The date from which interest shall accrue on the 2015 Notes shall be May 30, 2012, or the most recent Interest Payment Date for the 2015 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2015 Notes shall be May 29 and November 29 of each year, beginning November 29, 2012. Interest shall be payable on each Interest Payment Date for the 2015 Notes to the holders of record at the close of business on the May 15 and November 15 prior to each Interest Payment Date for the 2015 Notes. The rate at which the 2022 Notes shall bear interest shall be 3.200% per year. The date from which interest shall accrue on the 2022 Notes shall be May 30, 2012, or the most recent Interest Payment Date for the 2022 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2022 Notes shall be June 15 and December 15 of each year, beginning December 15, 2012. Interest shall be payable on each Interest Payment Date for the 2022 Notes to the holders of record at the close of business on the June 1 and December 1 prior to each Interest Payment Date for the 2022 Notes. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the form of one or more registered Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibits A and B, the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (6) The Offered Securities may not be redeemed at the option of the Company prior to the maturity date, except as provided in Article XIV of the Base Indenture and this Seventh Supplemental Indenture. (7) The Offered Securities will not have the benefit of any sinking fund. (8) Except as provided herein, the holders of the Offered Securities shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events. (9) The Offered Securities will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves. (10) The Offered Securities are not convertible into shares of common stock or other securities of the Company. (11) The additional redemption provisions, restrictive covenants, Event of Default and defeasance and discharge provisions set forth in Sections 1.3, 1.4, 1.5 and 1.6 shall be applicable to the Offered Securities.

Terms of Offered Securities. The following terms relate relating to the Offered SecuritiesSecurities are hereby established: (1) The Offered Securities 6 3/4% Notes shall constitute two new a series of securities having the titles “1.350title "6 3/4% Senior Notes due 2015” June 15, 2006" and “3.200the 7 3/8% Senior Notes shall constitute a series of securities having the title "7 3/8% Notes due 2022June 15, 2011".” (2) The initial aggregate principal amount of the 2015 6 3/4% Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities 6 3/4% Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2015 6 3/4% Notes pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, or 3.03 of the Base Indenture3.03) is shall be $600,000,000500,000,000. The initial aggregate principal amount of the 2022 7 3/8% Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities 7 3/8% Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2022 7 3/8% Notes pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, or 3.03 of the Base Indenture3.03) is shall be $650,000,000500,000,000. (3) The entire Outstanding principal amount of the 2015 Notes shall be payable on May 29, 2015 and the entire Outstanding principal amount of the 2022 6 3/4% Notes shall be payable on June 15, 20222006 and the entire Outstanding principal of the 7 3/8% Notes shall be payable on June 15, 2011. (4) The rate at which the 2015 6 3/4% Notes shall bear interest shall be 1.3506 3/4% per year. The annum and the rate at which the 7 3/8% Notes shall bear interest shall be 7 3/8% per annum; the date from which interest shall accrue on the 2015 Notes Offered Securities shall be May 30June 13, 20122001, or the most recent Interest Payment Date for the 2015 Notes to which interest has been paid or provided for. The ; the Interest Payment Dates for the 2015 Notes shall be May 29 and November 29 of each year, beginning November 29, 2012. Interest shall be payable on each Interest Payment Date for the 2015 Notes to the holders of record at the close of business on the May 15 and November 15 prior to each Interest Payment Date for the 2015 Notes. The rate at which the 2022 Notes shall bear interest shall be 3.200% per year. The date from which interest shall accrue on the 2022 Notes shall be May 30, 2012, or the most recent Interest Payment Date for the 2022 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2022 Notes Offered Securities shall be June 15 and December 15 of each year, beginning December 15, 2012. Interest 2001; interest shall be payable on each Interest Payment Date for the 2022 Notes to the holders of record at the close of business on the June 1 and December 1 date fifteen days prior to each such Interest Payment Date for (a "regular record date"); and the 2022 Notes. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities Each of the 6 3/4% Notes and 7 3/8% Notes shall be issuable in whole in the registered form of one or more registered Global SecuritiesSecurities (without coupons), and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities 6 3/4% Notes shall be substantially in the form attached hereto as Exhibits Exhibit A and B, the terms of which are herein incorporated by reference. The Offered Securities 7 3/8% Notes shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (6) The Offered Securities may not be redeemed at the option of the Company prior to the maturity date, except as provided in Article XIV of the Base Indenture and this Seventh Supplemental Indenture. (7) The Offered Securities will not have the benefit of any sinking fund. (8) Except as provided herein, the holders of the Offered Securities shall have no special rights in addition to those provided substantially in the Base Indenture upon the occurrence of any particular events. (9) The Offered Securities will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves. (10) The Offered Securities are not convertible into shares of common stock or other securities of the Company. (11) The additional redemption provisions, restrictive covenants, Event of Default and defeasance and discharge provisions set forth in Sections 1.3, 1.4, 1.5 and 1.6 shall be applicable to the Offered Securities.form attached hereto as Exhibit B.

Terms of Offered Securities. The following terms relate to the Offered Securities: (1) The Offered Securities constitute two three new series of securities having the titles “1.3501.875% Senior Notes due 2013,” “2.80% Senior Notes due 2015” and “3.2004.20% Senior Notes due 20222020.” (2) The initial aggregate principal amount of the 2015 1.875% Senior Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other 2015 1.875% Senior Notes pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03 of the Base Indenture) is $600,000,000500,000,000. The initial aggregate principal amount of the 2022 2.80% Senior Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other 2022 2.80% Senior Notes pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03 of the Base Indenture) is $650,000,000400,000,000. The initial aggregate principal amount of the 4.20% Senior Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other 4.20% Senior Notes pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03 of the Base Indenture) is $600,000,000. (3) The entire Outstanding principal amount of the 2013 Notes shall be payable on June 15, 2013, the entire Outstanding principal amount of the 2015 Notes shall be payable on May 29June 15, 2015 and the entire Outstanding principal amount of the 2022 2020 Notes shall be payable on June 15, 20222020. (4) The rate at which the 2013 Notes shall bear interest shall be 1.875% per year. The rate at which the 2015 Notes shall bear interest shall be 1.3502.80% per year. The rate at which the 2020 Notes shall bear interest shall be 4.20% per year. The date from which interest shall accrue on the 2015 Notes Offered Securities shall be May 30June 28, 20122010, or the most recent Interest Payment Date for the 2015 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2015 Notes shall be May 29 and November 29 of each year, beginning November 29, 2012. Interest shall be payable on each Interest Payment Date for the 2015 Notes to the holders of record at the close of business on the May 15 and November 15 prior to each Interest Payment Date for the 2015 Notes. The rate at which the 2022 Notes shall bear interest shall be 3.200% per year. The date from which interest shall accrue on the 2022 Notes shall be May 30, 2012, or the most recent Interest Payment Date for the 2022 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2022 Notes Offered Securities shall be June 15 and December 15 of each year, beginning December 15, 20122010. Interest shall be payable on each Interest Payment Date for the 2022 Notes to the holders of record at the close of business on the June 1 and December 1 prior to each Interest Payment Date for the 2022 Notes(each such date, a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The Offered Securities shall be issuable in whole in the form of one or more registered Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibits A and B, through C the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (6) The Offered Securities may not be redeemed at the option of the Company prior to the maturity date, except as provided in Article XIV of the Base Indenture and this Seventh Sixth Supplemental Indenture. (7) The Offered Securities will not have the benefit of any sinking fund. (8) Except as provided herein, the holders of the Offered Securities shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events. (9) The Offered Securities will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves. (10) The Offered Securities are not convertible into shares of common stock or other securities of the Company. (11) The additional redemption provisions, restrictive covenants, Event of Default and defeasance and discharge provisions set forth in Sections 1.3, 1.4, 1.5 1.5, 1.6 and 1.6 1.7 shall be applicable to the Offered Securities.

Terms of Offered Securities. The following terms relate relating to the Offered SecuritiesSecurities are hereby established: (1a) The Offered Securities 3.625% Notes shall constitute two new a series of securities having the titles “1.350title "3.625% Senior Notes due 2015” 2008" and “3.200the 4.850% Notes shall constitute a series of securities having the title "4.850% Senior Notes due 20222013.”" (2b) The initial aggregate principal amount of the 2015 3.625% Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2015 Notes pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, 2.07 or 3.03 of the Base Indenture9.01) is shall be up to $600,000,000250,000,000. The initial aggregate principal amount of the 2022 4.850% Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2022 Notes pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, 2.07 or 3.03 of the Base Indenture9.01) is shall be up to $650,000,000250,000,000. (3c) The entire Outstanding outstanding principal amount of the 2015 3.625% Notes shall be payable on May 29February 15, 2015 2008 plus any unpaid interest accrued to such date and the entire Outstanding outstanding principal amount of the 2022 4.850% Notes shall be payable on June February 15, 20222013 plus any unpaid interest accrued to such date. (4d) The rate at which the 2015 3.625% Notes shall bear interest shall be 1.3503.625% per year. The annum and the rate at which the 4.850% Notes shall bear interest shall be 4.850% per annum; the date from which interest shall accrue on the 2015 Notes Offered Securities shall be May 30February 19, 2012, or 2003; the most recent Interest Payment Date for the 2015 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2015 Notes Offered Securities on which interest will be payable shall be May 29 February 15 and November 29 of August 15 in each year, beginning November 29August 15, 2012. Interest shall be 2003; the Regular Record Dates for the interest payable on each the Offered Securities on any Interest Payment Date for shall be the 2015 Notes to February 1 and August 1 preceding the holders of record at the close of business on the May 15 and November 15 prior to each applicable Interest Payment Date for Date; and the 2015 Notes. The rate at which the 2022 Notes shall bear interest shall be 3.200% per year. The date from which interest shall accrue on the 2022 Notes shall be May 30, 2012, or the most recent Interest Payment Date for the 2022 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2022 Notes shall be June 15 and December 15 of each year, beginning December 15, 2012. Interest shall be payable on each Interest Payment Date for the 2022 Notes to the holders of record at the close of business on the June 1 and December 1 prior to each Interest Payment Date for the 2022 Notes. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5e) The Offered Securities shall be issuable in whole in the form of one or more registered Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibits A and B, the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or 1,000 and any integral multiple of $1,000 in excess thereof. (6f) The Trustee shall also be the security registrar and paying agent for the Offered Securities may not be redeemed at the option of the Company prior to the maturity date, except as provided in Article XIV of the Base Indenture and this Seventh Supplemental IndentureSecurities. (7g) The Payments of the principal of and interest on the Offered Securities will not have shall be made in U.S. Dollars, and the benefit of any sinking fundNotes shall be denominated in U.S. Dollars. (8) Except as provided herein, the h) The holders of the Offered Securities shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events. (9i) The Notes shall not be subordinated to any other debt of the Issuer, and shall constitute senior unsecured obligations of the Issuer. The Offered Securities will be general unsecured are issuable in book entry form and unsubordinated obligations of the Company and will be ranked equally among themselves. (10) The Offered Securities are not convertible into shares of common stock or other securities of the Company. (11) The additional redemption provisions, restrictive covenants, Event of Default and defeasance and discharge provisions set forth in Sections 1.3, 1.4, 1.5 and 1.6 shall be applicable to the Offered Securities.

Terms of Offered Securities. The following terms relate relating to the Offered SecuritiesSecurities are hereby established: (1a) The Offered Securities 5.375% Notes shall constitute two new a series of securities having the titles “1.350title "5.375% Senior Notes due 2015” 2014" and “3.200% the Floating Rate Notes shall constitute a series of securities having the title "Floating Rate Senior Notes due 20222007.”" (2b) The initial aggregate principal amount of the 2015 5.375% Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2015 Notes pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, 2.07 or 3.03 of the Base Indenture9.01) is shall be up to $600,000,000650,000,000. The initial aggregate principal amount of the 2022 Floating Rate Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2022 Notes pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, 2.07 or 3.03 of the Base Indenture9.01) is shall be up to $650,000,000500,000,000. (3c) The entire Outstanding outstanding principal amount of the 2015 5.375% Notes shall be payable on May 29July 15, 2015 2014 plus any unpaid interest accrued to such date and the entire Outstanding outstanding principal amount of the 2022 Floating Rate Notes shall be payable on June 15July 13, 20222007 plus any unpaid interest accrued to such date. (4d) The rate at which the 2015 5.375% Notes shall bear interest shall be 1.3505.375% per year. The annum; the date from which interest shall accrue on the 2015 5.375% Notes shall be May 30July 14, 2012, or 2004; the most recent Interest Payment Date for the 2015 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2015 5.375% Notes on which interest will be payable shall be May 29 January 15 and November 29 of July 15 in each year, beginning November 29January 15, 2012. Interest shall be 2005; the Regular Record Dates for the interest payable on each the 5.375% Notes on any Interest Payment Date for shall be the 2015 Notes to January 1 and July 1 preceding the holders of record at the close of business on the May 15 and November 15 prior to each applicable Interest Payment Date for Date; and the 2015 Notes. The rate at which the 2022 Notes shall bear interest shall be 3.200% per year. The date from which interest shall accrue on the 2022 Notes shall be May 30, 2012, or the most recent Interest Payment Date for the 2022 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2022 Notes shall be June 15 and December 15 of each year, beginning December 15, 2012. Interest shall be payable on each Interest Payment Date for the 2022 Notes to the holders of record at the close of business on the June 1 and December 1 prior to each Interest Payment Date for the 2022 Notes. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5i) The Offered Securities shall 5.375% Notes may be issuable redeemed in whole at any time or in the form of one or more registered Global Securitiespart from time to time, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibits A and B, the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (6) The Offered Securities may not be redeemed at the option of the Company prior Issuer, at a redemption price equal to the maturity date, except as provided in Article XIV greater of (1) 100% of the Base Indenture principal amount of the 5.375% Notes to be redeemed and this Seventh Supplemental Indenture(2) the sum of the present values of the remaining scheduled payments of principal and interest on the 5.375% Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at then current Treasury Rate plus 15 basis points, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date (the "Redemption Price"). (7A) The Offered Securities will In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the 5.375% Notes in accordance with Section 1.01(e)(i), the Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the 5.375% Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the benefit registered holder received the notice. In any case, failure duly to give such notice to the holder of any sinking fund. (8) Except 5.375% Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other 5.375% Note of such series. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the 5.375% Notes are to be redeemed, and shall state that payment of the Redemption Price of such 5.375% Notes to be redeemed will be made at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such 5.375% Notes, that interest accrued to the date fixed for redemption will be paid as provided hereinspecified in said notice and, that from and after said date interest will cease to accrue. If less than all the 5.375% Notes of a series are to be redeemed, the notice to the holders of the Offered Securities 5.375% Notes of that series to be redeemed in whole or in part shall have no special rights specify the particular 5.375% Notes to be redeemed. In case any 5.375% Note is to be redeemed in addition part only, the notice that relates to those provided such 5.375% Note shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new 5.375% Note of such series in principal amount equal to the Base Indenture upon the occurrence of any particular eventsunredeemed portion thereof will be issued. (9B) If less than all the 5.375% Notes are to be redeemed, the Company shall give the Trustee at least 45 days' notice in advance of the date fixed for redemption as to the aggregate principal amount of 5.375% Notes to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or any integral multiple thereof) of the principal amount of such 5.375% Notes of a denomination larger than $2,000, the 5.375% Notes to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the 5.375% Notes to be redeemed, in whole or in part. The Offered Securities will Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the 5.375% Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be general unsecured and unsubordinated obligations in the name of the Company and will or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be ranked equally among themselvesgiven by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section. (10iii) The Offered Securities are not convertible into shares of common stock or other securities of the Company. (11) The additional redemption provisions, restrictive covenants, Event of Default and defeasance and discharge provisions set forth in Sections 1.3, 1.4, 1.5 and 1.6 shall be applicable to the Offered Securities.As used herein:

Terms of Offered Securities. The following terms relate relating to the Offered SecuritiesSecurities are hereby established: (1) The Offered Securities 6-5/8% Notes shall constitute two new a series of securities having the titles “1.350title "6-5/8% Senior Notes due 2015” 2004" and “3.200the 7-1/8% Notes shall constitute a series of securities having the title "7-1/8% Senior Notes due 20222009.”" (2) The initial aggregate principal amount of the 2015 6-5/8% Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2015 Notes pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, 2.07 or 3.03 of the Base Indenture9.01) is shall be up to $600,000,000. The initial aggregate principal amount of the 2022 7-1/8% Notes that may be authenticated and delivered under the Base Indenture (except for Offered Securities Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other 2022 Notes pursuant to Section Sections 2.05, 2.06, 2.07, 2.11, 2.07 or 3.03 of the Base Indenture9.01) is shall be up to $650,000,000400,000,000. (3) The entire Outstanding outstanding principal amount of the 2015 Notes shall be payable on May 29, 2015 and the entire Outstanding principal amount of the 2022 6-5/8% Notes shall be payable on June 15, 20222004 plus any unpaid interest accrued to such date and the entire outstanding principal of the 7-1/8% Notes shall be payable on June 15, 2009 plus any unpaid interest accrued to such date. (4) The rate at which the 2015 6-5/8% Notes shall bear interest shall be 1.3506-5/8% per year. The annum and the rate at which the 7-1/8% Notes shall bear interest shall be 7-1/8% per annum; the date from which interest shall accrue on the 2015 Notes Offered Securities shall be May 30June 14, 2012, or 1999; the most recent Interest Payment Date for the 2015 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2015 Notes shall be May 29 and November 29 of each year, beginning November 29, 2012. Interest shall Offered Securities on which interest will be payable on each Interest Payment Date for the 2015 Notes to the holders of record at the close of business on the May 15 and November 15 prior to each Interest Payment Date for the 2015 Notes. The rate at which the 2022 Notes shall bear interest shall be 3.200% per year. The date from which interest shall accrue on the 2022 Notes shall be May 30, 2012, or the most recent Interest Payment Date for the 2022 Notes to which interest has been paid or provided for. The Interest Payment Dates for the 2022 Notes shall be June 15 and December 15 of in each year, beginning December 15, 2012. Interest shall be 1999; the Regular Record Dates for the interest payable on each the Offered Securities on any Interest Payment Date for the 2022 Notes to the holders of record at the close of business on shall be the June 1 and December 1 prior to each preceding the applicable Interest Payment Date for Date; and the 2022 Notes. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5A) The Offered Securities shall be issuable in whole in Each of the form of one or more registered Global Securities, and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached hereto as Exhibits A and B, the terms of which are herein incorporated by reference. The Offered Securities shall be issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. (6) The Offered Securities may not be redeemed in whole at any time or in part from time to time, at the option of the Company prior Issuer, at a redemption price equal to the maturity date, except as provided in Article XIV greater of (i) 100% of the Base Indenture principal amount of the applicable series of Offered Securities to be redeemed and this Seventh Supplemental Indenture(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the applicable series of Offered Securities discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 10 basis points for the 6-5/8% Notes or the applicable Treasury Rate plus 15 basis points for the 7-1/8% Notes, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date (the "Redemption Price"). (7i) The In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Offered Securities will in accordance with Section 1.1(5)(A), the Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Offered Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the benefit registered holder received the notice. In any case, failure duly to give such notice to the holder of any sinking fund. (8) Except Offered Security designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Offered Security of such series or of another series. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price at which the Offered Securities are to be redeemed, and shall state that payment of the Redemption Price of such Offered Securities to be redeemed will be made at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Offered Securities, that interest accrued to the date fixed for redemption will be paid as provided hereinspecified in said notice and, that from and after said date interest will cease to accrue. If less than all the Offered Securities of a series are to be redeemed, the notice to the holders of the Offered Securities of that series to be redeemed in whole or in part shall have no special rights specify the particular Offered Securities to be redeemed. In case any Offered Security is to be redeemed in addition part only, the notice that relates to those provided such Offered Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Offered Security or Offered Securities of such series in principal amount equal to the Base Indenture upon the occurrence of any particular eventsunredeemed portion thereof will be issued. (9ii) The If less than all the Offered Securities will of a series are to be general unsecured redeemed, the Company shall give the Trustee at least 45 days' notice in advance of the date fixed for redemption as to the aggregate principal amount of Offered Securities of the series to be redeemed, and unsubordinated obligations thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount of such Offered Securities of a denomination larger than $1,000, the Offered Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Offered Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Offered Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company and will or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be ranked equally among themselvesgiven by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section. (10C) The Offered Securities are not convertible into shares of common stock or other securities of the Company. (11) The additional redemption provisions, restrictive covenants, Event of Default and defeasance and discharge provisions set forth in Sections 1.3, 1.4, 1.5 and 1.6 shall be applicable to the Offered Securities.As used herein: