Common use of Terms of the Notes Clause in Contracts

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. The Notes shall bear interest at the rate of 6.75% per year. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Second Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July November 15, 20362012. The Notes shall bear interest at the rate of 6.755 1/2% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Sixth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July June 15, 20362012. The Notes shall bear interest at the rate of 6.75% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.

Terms of the Notes. (a) The terms and provisions of Notes shall be issued in fully registered form, in substantially the Notes as forms set forth in Exhibit A are hereby incorporated hereof (with respect to the Class A Notes) and Exhibit B (with respect to the Class B Notes), in each case with such variations, omissions and expressly made part insertions as may be required by the circumstances, as may be required or permitted by the Indenture and this Terms Supplement, or be consistent with the Indenture and this Terms Supplement and necessary or appropriate to conform to the rules and requirements of this Eighth Supplemental Indenture. any governmental authority or any usage or requirement of law with respect thereto. (b) The Notes will mature and the principal thereof will may be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036issued only in Authorized Denominations. The Notes shall bear interest at the rate of 6.75% per year. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment dated as of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Closing Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued to a Depository for use in minimum denominations a Book-Entry System in accordance with the provisions of $1,000 Section 2.14 of the Master Indenture. (c) Interest on each Note shall accrue on the Outstanding Amount of such Note until such Note has been paid in full or any integral multiple payment has been duly provided for, as the case may be, and shall accrue from the later of $1,000 over such denominationthe Closing Date or the most recent Payment Date to which interest has been paid or duly provided for. Each Note shall bear interest at an interest rate determined in accordance with the provisions and subject to the limitations set forth herein, and interest on Notes shall be paid for the related Interest Payment Period on each Payment Date (or on each Quarterly Payment Date in the case of the Class B Notes). (d) Principal will be paid on the Notes on each Payment Date (or on each Quarterly Payment Date in the case of the Class B Notes) in an amount and priorities set forth in the Transfer and Servicing Agreement and the Indenture. Each Class of Notes will mature on its Final Legal Maturity. (e) Except as otherwise set forth in the Indenture and the Transfer and Servicing Agreement, the rights of the Class B Noteholders to receive payments of interest shall be subordinated to the prior rights of the Class A Noteholders to receive all payments of interest to which they are entitled and, after each Class of Notes has received the full amount of interest to which it is entitled, the rights of the Class B Noteholders to receive payments of principal shall be subordinated to the prior rights of the Class A Noteholders to receive all payments of principal to which they are entitled.

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. (a) The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. The Notes of each series shall bear interest at the rate of 6.756.00% per yearannum (in the case of the 6.00% Notes), 6.45% per annum (in the case of the 6.45% Notes) and 7.05% per annum (in the case of the 7.05% Notes) on the respective principal amount thereof from May 30, 2001, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of such series of Notes becomes due and payable, and on any overdue principal and premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on the Notes will be payable semiannually in arrears on June 1 and December 1 of each year (each such date, an "Interest Payment Date"), commencing December 1, 2001. The amount of interest payable on the Notes will for any period shall be computed on the basis of twelve 30-day months and a 360-day year consisting year. (b) In the event that any Interest Payment Date, redemption date or other date of twelve 30-day months. Payment Maturity of the Notes is not a Business Day, then payment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to any Note will, as provided in the Original Indenture, be paid to the person in whose name the Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the relevant record date for such interest installment, which shall be the fifteenth calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date (the "Regular Record Date"). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may either be paid to the person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the applicable series of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Original Indenture. The principal of (of, and premium, if any) , and the interest on the Notes will shall be made payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the The City and State of New York, in such any coin or currency of the United States of America as which at the time of payment is legal tender for the payment of public and private debts and in immediately available fundsdebts; provided, however, that payment of interest may be made at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address registered Holder at the close of business on the person entitled thereto as Regular Record Date at such address as shall appear in the Security Register. (c) The Notes are not subject to repayment at the option of the Holders thereof and are not subject to any sinking fund. Initially the Notes will be issued in global form registered As provided in the name forms of Cede & Co. (Note attached hereto as nominee for The Depository Trust Company ("DTC")Exhibit A, the initial securities depositary for the Notes)Exhibit B and Exhibit C, and may bear such legends as DTC may reasonably request. So long as respectively, the Notes are held solely in global formsubject to mandatory redemption, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select as a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if anywhole, and interest will be made to optional redemption, as a whole or in part, by the Company prior to Stated Maturity of the principal thereof on the terms set forth therein. Except as modified in immediately available funds. No service charge shall be made for the registration of transfer or exchange forms of the Notes; provided, however, that redemptions shall be effected in accordance with Article Eleven of the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. Original Indenture. (d) The Notes shall not be superior have such other terms and provisions as are set forth in right the form of payment toNote attached hereto as Exhibit A, Exhibit B or Exhibit C, as applicable (all of which are incorporated by reference in and shall rank pari passu with, all other unsecured and unsubordinated indebtedness made a part of the Company. The Notes shall be issued this Supplemental Indenture as if set forth in minimum denominations of $1,000 or any integral multiple of $1,000 over such denominationfull at this place).

Terms of the Notes. The terms Notes will be issued and maintained in the form of registered Global Securities without coupons, registered in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary" or "DTC") except (a) in the limited circumstances described in Section 305 of the Original Indenture and (b) for Restricted Securities transferred in accordance with Section 703 hereof, and beneficial interests therein may be acquired, or subsequently transferred. The provisions of Section 305 of the Original Indenture applicable to Global Securities shall apply to the Notes. The Stated Maturity of the Notes as set forth in Exhibit A are hereby incorporated in shall be December 14, 2016, and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. The Notes they shall bear interest at the rate of 6.756% per yearannum, from December 15, 1998 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 June 14 and December 14, commencing June 14, 1999 until the Coupon Reset Date, whereupon (x) if the Notes are purchased by the Callholder (as defined below) pursuant to its Call Option (as defined below) on the Coupon Reset Date, the Notes shall bear interest from the Coupon Reset Date to their Final Maturity Date (as defined below) at the Coupon Reset Rate (as defined below) determined in accordance with the Coupon Reset Process described in Section 304 hereof, payable semi-annually on June 14 and December 14, commencing on June 14, 2002, or (y) the Notes shall be redeemed by the Company pursuant to the exercise of the Put Option (as defined below) by the Trustee on behalf of the Holders of the Notes. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will shall be made payable at the office or agency of the Company Trustee in the City of Cincinnati maintained for that such purpose in and at any other office or agency maintained by the Borough of Manhattan, the City and State of New York, in Company for such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available fundspurpose; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person Person entitled thereto as such address shall appear in the Security Register. Initially the The Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall not have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment benefit of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfersinking fund. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness Indebtedness of the Company. The Notes shall be issued subject to defeasance at the option of the Company as provided in minimum denominations Section 1302 of $1,000 or any integral multiple the Original Indenture and they shall be subject to an assignable Call Option and to a Put Option to be exercised under certain conditions by the Trustee for and on behalf of $1,000 over such denominationthe Holders as provided in Article 3 hereof.

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 203620 . The Notes shall bear interest at the rate of 6.75% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination. ARTICLE THREE SUNDRY PROVISIONS Section 301. Execution, Authentication and Delivery of the Notes. Notes in the aggregate principal amount of $ ,000,000, or in such greater principal amount as shall be permitted by Section 201, may, upon execution of this Supplemental Indenture, or from time to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon a Company Order without any further action by the Company.

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth First Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July November 15, 20362007. The Notes shall bear interest at the rate of 6.7543/8% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.

Terms of the Notes. The terms and provisions Stated Maturity on which the principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will shall be due and payablepayable shall be March 1, together with all accrued and unpaid interest thereon, on July 15, 20362011. The principal of the Notes shall bear interest at the rate of 6.758.125% per annum from February 26, 2001 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 (each, an "Interest Payment Date") in each year, commencing September 1, 2001, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the February 15 or August 15 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. The amount Any overdue principal of interest payable and premium, if any, on the Notes will and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 8.125% per annum. Interest on the Notes shall be computed calculated on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment of for the Notes; and the place where the principal of (and premium, if any) and interest on the Notes will shall be made at payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency of maintained by the Company maintained for that purpose in the Borough of Manhattan, the in The City and State of New York, in such coin or currency which initially shall be the office of the United States Trustee located at 14 Wall Street, 8th Floor - Window 2, New York, New York 10005, Attexxxxx: Xxxxxxxxx Xxxxx Xxministration. The Notes shall, without limitation, be subject to, and have the benefit of, Sections 1006 and 1007 and Article 8 of America as at the time of payment is legal tender for the payment of public Indenture and private debts shall be subject to defeasance and in immediately available funds; provided, however, that covenant defeasance at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution as provided in the United States Sections 1401, 1402 and 1403 of the Person entitled thereto as such account shall be Indenture; provided that, without limitation to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address provisions of Sections 1401, 1402 and 1403 of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC")Original Indenture, the initial securities depositary for the Notes), provisions of Section 308 and may bear of Article V of this Indenture Supplement shall survive any such legends as DTC may reasonably request. So long as the Notes are held solely defeasance or covenant defeasance and remain in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, full force and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfereffect. The Notes shall not be superior have such other terms and provisions as are set forth in right the form of payment to, Note attached hereto as Exhibit A (all of which incorporated by reference in and shall rank pari passu with, all other unsecured and unsubordinated indebtedness made a part of the Company. The Notes shall be issued this Indenture Supplement as if set forth in minimum denominations of $1,000 or any integral multiple of $1,000 over such denominationfull at this place).

Terms of the Notes. The Section 2.1 Pursuant to Section 301 of the Indenture, the Notes shall have the following terms and provisions conditions: (a) Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be known as the Company's $160,000,000 6 7/8% Senior Notes as set forth due 2002. The Notes will be limited to an aggregate principal amount of $160,000,000. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A are hereto, which is hereby incorporated in and expressly made a part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. The Notes shall bear interest at the rate of 6.75% per year. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in the form of single fully registered global form registered in security without coupons (the name of Cede & Co. (as nominee for "Global Note") which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in a definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, the Global Note 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 nominee of DTC to a successor depository or any nominee of such successor. So long as DTC or its nominee is the registered owner of such Global Note, DTC or such nominee, all payments of principalas the case may be, premium, if any, and interest will be made considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by the Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue individual Notes in immediately available funds. No service charge shall be made exchange for the registration Global Note representing such Notes and the Trustee, upon receipt of transfer or exchange an authentication order pursuant to ss. 303 of the Indenture, shall authenticate and deliver such Notes; provided. In addition, however, that the Company may require payment at any time and in its sole discretion, subject to certain limitations set forth in the Indenture, determine not to have any of a sum sufficient to cover any tax such Notes represented by one or other governmental charge that may be imposed more Global Notes and in connection with such event will issue individual Notes in exchange for the exchange Global Note or transferNotes representing such debt Securities. The Individual Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall so issued will be issued in minimum such names as DTC should instruct and in denominations of $1,000 or any and integral multiple of $1,000 over such denominationmultiples thereof and will be issued in registered form only, without coupons.

Terms of the Notes. The following terms and provisions relate to the Notes: (a) The Notes shall constitute a series of securities having the title “3.375% Senior Notes due 2021”. (b) The aggregate principal amount of the Notes as set forth in Exhibit A are hereby incorporated in (the “Initial Notes”) that may be initially authenticated and expressly made part of this Eighth Supplemental Indenturedelivered under the Indenture shall be $500,000,000. The Company may from time to time, without the consent of the Holders of the applicable series of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall each constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the applicable Additional Notes will mature and have a separate CUSIP number. The aggregate principal amount of the Additional Notes shall be unlimited. (c) The entire Outstanding principal thereof will of the Notes shall be due and payable, together with all accrued and unpaid interest thereon, payable on July June 15, 2036. 2021. (d) The rate at which the Notes shall bear interest at the rate of 6.75shall be 3.375% per year. The amount of date from which interest payable shall accrue on the Notes will shall be computed the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from June 5, 2014. The Interest Payment Dates for the Notes shall be June 15 and December 15 of each year, beginning December 15, 2014. Interest shall be payable on each Interest Payment Date to the holders of record at the close of business on the June 1 and December 1 prior to each Interest Payment 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. Payment of the principal of . (and premium, if anye) and interest on the The Notes will shall be made at the office or agency of the Company maintained for that purpose issuable in whole in the Borough form of Manhattanone or more registered Global Securities, and the City and State of Depositary for such Global Securities shall be The Depository Trust Company, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the CompanyYork. The Notes shall be issued substantially in minimum the form attached hereto as Exhibit A, which are herein incorporated by reference. The Notes shall be issuable in denominations of $1,000 2,000 or any integral multiple of $1,000 over such denominationin excess thereof. (f) The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.03 hereof. (g) The Notes will not have the benefit of any sinking fund. (h) Except as provided herein, the holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events. (i) The Notes will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves. (j) The Notes are not convertible into shares of common stock or other securities of the Company. (k) The restrictive covenant set forth in Section 1.04 hereof shall be applicable to the Notes. (l) The Designated Currency of the Notes shall be Dollars.

Terms of the Notes. The Section 2.1 Pursuant to Section 301 of the Indenture, the Notes shall have the following terms and provisions conditions: (a) Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be known as the Company's $160,000,000 6-7/8% Senior Notes as set forth due 2002. The Notes will be limited to an aggregate principal amount of $160,000,000. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A are hereto, which is hereby incorporated in and expressly made a part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. The Notes shall bear interest at the rate of 6.75% per year. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in the form of single fully registered global form registered in security without coupons (the name of Cede & Co. (as nominee for "Global Note") which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in a definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, the Global Note 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 nominee of DTC to a successor depository or any nominee of such successor. So long as DTC or its nominee is the registered owner of such Global Note, DTC or such nominee, all payments of principalas the case may be, premium, if any, and interest will be made considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by the Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue individual Notes in immediately available funds. No service charge shall be made exchange for the registration Global Note representing such Notes and the Trustee, upon receipt of transfer or exchange an authentication order pursuant to [Section] 303 of the Indenture, shall authenticate and deliver such Notes; provided. In addition, however, that the Company may require payment at any time and in its sole discretion, subject to certain limitations set forth in the Indenture, determine not to have any of a sum sufficient to cover any tax such Notes represented by one or other governmental charge that may be imposed more Global Notes and in connection with such event will issue individual Notes in exchange for the exchange Global Note or transferNotes representing such debt Securities. The Individual Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall so issued will be issued in minimum such names as DTC should instruct and in denominations of $1,000 or any and integral multiple of $1,000 over such denominationmultiples thereof and will be issued in registered form only, without coupons.

Terms of the Notes. (a) The terms and provisions Depository Trust Company is hereby designated as the Depositary for the Notes, which shall be issued in the form of Global Securities as further provided in Section 2.4. (b) The principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, is payable on July June 15, 2036. 2045. (c) The Notes shall bear interest at the an annual rate of 6.75% per year4.60%, from June 11, 2015, or from the most recent date on which interest has been paid or provided for, payable semi-annually on June 15 and December 15 of each year commencing December 15, 2015, until the principal of such Notes is paid or made available for payment. The amount interest so payable will be paid to the person in whose name the Notes are registered at the close of interest payable business on the Notes preceding June 1 or December 1, respectively. If the date on which interest is payable is not a Business Day, the interest will be computed paid on the basis of a 360-day year consisting of twelve 30-day months. next following Business Day and no interest shall accrue for the intervening period. (d) Payment of the principal of (and premium, if any, on) and any such interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of ManhattanNew York, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available fundsdebts; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person Person entitled thereto as such address shall appear in the Security Register. Initially U.S. Bank National Association is appointed as the Trustee and Paying Agent for the Notes will be issued in global form registered to perform the functions set forth in the name of Cede & Co. Indenture to be performed by such offices. (as nominee for The Depository Trust Company e) At any time prior to December 15, 2044 ("DTC"the date that is six months prior to their maturity date), the initial securities depositary for Notes are redeemable at the Notesoption of the Company, in whole or in part at any time and from time to time, at a Redemption Price equal to the greater of: · 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the Redemption Date; and · the sum of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (not including any portion of the payment of interest accrued as of the Redemption Date), discounted to their present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points, plus accrued and may bear such legends as DTC may reasonably requestunpaid interest on the principal amount to be redeemed to the Redemption Date. So long as On or after December 15, 2044 (the date that is six months prior to their maturity date), the Notes are held solely in global form, redeemable at the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness option of the Company. , in whole or in part at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the Redemption Date. (f) The Notes are not entitled to any mandatory redemption or sinking fund payments. (g) The Notes shall be issued in minimum denominations of $1,000 or any 2,000 and integral multiple multiples of $1,000 over in excess of $2,000. (h) The entire principal amount of the Notes shall be payable upon the acceleration of the Maturity thereof pursuant to Section 5.2 of the Indenture. (i) Additional Amounts will not be payable to the Holders of the Notes. (j) The Notes shall have such denominationother terms and provisions as are provided in the form thereof set forth in Exhibit A-1 hereto, which terms and provisions are hereby expressly made a part of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture expressly agree to such terms and provisions and to be bound thereby. Except as otherwise expressly permitted by the Indenture, all Notes shall be identical in all respects. Notwithstanding any differences among them, all Notes issued under the Indenture, including any Notes issued after the date hereof pursuant to and in accordance with the terms hereof, shall vote and consent together on all matters as one class. (k) The Company shall be required to offer to purchase the Notes, in accordance with Section 2.5 hereof, upon the occurrence of a Change of Control Triggering Event.

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Third Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15May 1, 20362023. The Notes shall bear interest at the rate of 6.7553/4% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Seventh Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July September 15, 20362033. The Notes shall bear interest at the rate of 6.75% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.

Terms of the Notes. The terms and provisions Stated Maturity on which the principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will shall be due and payablepayable shall be March 1, together with all accrued and unpaid interest thereon, on July 15, 20362011. The principal of the Notes shall bear interest at the rate of 6.758.125% per annum from February 26, 2001 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 (each, an "Interest Payment Date") in each year, commencing September 1, 2001, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the February 15 or August 15 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. The amount Any overdue principal of interest payable and premium, if any, on the Notes will and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 8.125% per annum. Interest on the Notes shall be computed calculated on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment of for the Notes; and the place where the principal of (and premium, if any) and interest on the Notes will shall be made at payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency of maintained by the Company maintained for that purpose in the Borough of Manhattan, the in The City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date which initially shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange office of the Notes; providedTrustee located at 14 Wxxx Xxxxxx, however0xx Xxxxx - Xindow 2, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment toNew York, and shall rank pari passu withNew York 10005, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denominationAttention: Corporate Trust Administration.

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Fourth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July November 15, 20362006. The Notes shall bear interest at the rate of 6.755.75% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.

Terms of the Notes. (a) The terms and provisions Depository Trust Company is hereby designated as the Depositary for the 2023 Notes, which shall be issued in the form of Global Securities as further provided in Section 2.4. (b) The principal of the 2023 Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July is payable May 15, 2036. 2023 (the “Maturity Date”). (c) The 2023 Notes shall bear interest at the an annual rate of 6.752.950% per yearfrom May 16, 2013, or from the most recent date on which interest has been paid or provided for, payable semi-annually on May 15 and November 15 of each year commencing November 15, 2013 (each such date, an “Interest Payment Date”), until the principal of the 2023 Notes is paid or made available for payment. The amount interest so payable will be paid to the person in whose name the 2023 Notes are registered at the close of interest payable business on the Notes preceding May 1 or November 1, respectively. If the applicable Interest Payment Date is not a Business Day, the interest will be computed paid on the basis of a 360-day year consisting of twelve 30-day months. next following Business Day (such day, the “Adjusted Interest Payment Date”) as if it were made on the applicable Interest Payment Date and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date to the corresponding Adjusted Interest Payment Date. (d) Payment of the principal of (and premium, if any, on) and any interest and Additional Amounts, if any, on the 2023 Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New YorkCorporate Trust Office, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available fundsdebts; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person Person entitled thereto as such address shall appear in the Security Register. Initially Xxxxx Fargo Bank, National Association is appointed as the Trustee, Paying Agent and Security Registrar for the 2023 Notes will be issued in global form registered to perform the functions set forth in the name of Cede & Co. Indenture to be performed by such offices. (as nominee for e) The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the 2023 Notes are held solely redeemable at the option of the Company, in global formwhole or in part at any time and from time to time, from the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holdersdate hereof until February 15, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days 2023 (three months prior to the relevant Interest Payment Maturity Date. So long ), at a Redemption Price equal to the greater of: • 100% of the principal amount of the 2023 Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; and • the sum of the remaining scheduled payments of principal of and interest on the 2023 Notes to be redeemed (not including any portion of the payment of interest accrued as of the Redemption Date), discounted to their present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points, plus accrued and unpaid interest on the principal amount to be redeemed to, but excluding, the Redemption Date. (f) The 2023 Notes are outstanding redeemable at the option of the Company, on or after February 15, 2023 (three months prior to the Maturity Date) in global form registered whole at any time or in part from time to time, at a Redemption Price equal to 100% of the name aggregate principal amount of DTC or its nomineethe 2023 Notes being redeemed plus, all payments of principalin each case, premiumaccrued and unpaid interest, if any, to, but excluding, the Redemption Date. (g) The 2023 Notes are redeemable subject to the terms and interest will be made by the Company conditions set forth in immediately available funds. No service charge shall be made for the registration of transfer or exchange Section 11.8 of the Notes; provided, however, that the Company may require payment of a sum sufficient Base Indenture. (h) The 2023 Notes are not entitled to cover any tax mandatory redemption or other governmental charge that may be imposed in connection with the exchange or transfer. sinking fund payments. (i) The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The 2023 Notes shall be issued in minimum denominations of $1,000 or any 2,000 and integral multiple multiples of $1,000 over in excess thereof. (j) The entire principal amount of the 2023 Notes shall be payable upon the acceleration of the Maturity thereof pursuant to Section 5.2 of the Base Indenture. (k) The 2023 Notes shall have such denominationother terms and provisions as are provided in the form thereof attached as Exhibit A hereto, which terms and provisions are hereby expressly made a part of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture expressly agree to such terms and provisions and to be bound thereby. Except as otherwise expressly permitted by the Indenture, all 2023 Notes shall be identical in all respects. Notwithstanding any differences among them, all 2023 Notes issued under the Indenture, including any 2023 Notes issued after the date hereof pursuant to and in accordance with the terms hereof, shall vote and consent together on all matters as one class. (l) The Company shall be required to offer to purchase, in accordance with Section 2.5 hereof, the 2023 Notes if a Change of Control Triggering Event has occurred.

Terms of the Notes. The terms and provisions Stated Maturity on which the principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will shall be due and payablepayable shall be August 1, together with all accrued and unpaid interest thereon, on July 15, 20362009. The principal of the Notes shall bear interest at the rate of 6.757 7/8% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A) from August 4, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 1 and August 1 (each, an "Interest Payment Date") in each year, commencing February 1, 2000, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the January 15 or July 15 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. The amount Any overdue principal of interest payable and premium, if any, on the Notes will and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 7 7/8% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A). Promptly following any increase in the interest rate on the Registrable Securities as the result of a Registration Default, the Company shall deliver an Officers' Certificate to the Trustee, notifying the Trustee of such Registration Default and setting forth the effective date of such increase in the interest rate on the Registrable Securities and the interest rate in effect on the Registrable Securities as a result of such Registration Default, and, in the event of any further increase in the interest rate on the Registrable Securities as the result of the continuance of a Registration Default, shall promptly deliver a similar Officers' Certificate to the Trustee. Any such increase in the interest rate on the Registrable Securities shall remain in effect until such time as all Registration Defaults have been cured or ceased to exist and the Company shall have delivered an Officers' Certificate to the Trustee to the effect that (i) all Registration Defaults have been cured or have ceased to exist and (ii) the date of such cessation or cure, whereupon the interest rate on the Registrable Securities shall be computed reduced to the original interest rate thereon effective as of the date of such cessation or cure. Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a United States Alien in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, The City of New York is hereby designated as a Place of Payment of for the Notes; and the place where the principal of (and premium, if any) , and interest on the Notes will shall be made at payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency of maintained by the Company maintained for that purpose in the Borough of Manhattan, the The City and State of New York, in such coin or currency which initially shall be the office of the United States of America as Trustee located at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; providedFour Xxxxxx Xxxxxx, howeverXxx Xxxx, that Xxx Xxxx 00000, Attention: Corporate Trust Services. The Notes are subject to redemption at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution as provided in the United States form of the Person entitled thereto Note attached hereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear Exhibit A and in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transferIndenture. The Notes shall not be superior in right have the benefit of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Companya sinking fund. The Notes shall be issued subject to defeasance and covenant defeasance at the option of the Company as provided in minimum denominations Sections 403 and 1011 of $1,000 the Original Indenture; provided that, without limitation to the provisions of Sections 403 and 1011 of the Original Indenture, the provisions of Section 303 and Article V of this Fourth Supplemental Indenture shall survive any such defeasance or any integral multiple covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of $1,000 over such denominationNote attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Fourth Supplemental Indenture as if set forth in full at this place).

Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Third Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July November 15, 20362010. The Notes shall bear interest at the rate of 6.758.05% per yearannum. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.

Terms of the Notes. The terms and provisions Stated Maturity on which the principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will shall be due and payable, together with all accrued and unpaid interest thereon, on July payable shall be January 15, 20362014. The principal of the Notes shall bear interest at the rate of 6.755.250% per annum from January 16, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on January 15 and July 15 (each, an "Interest Payment Date") in each year, commencing July 15, 2004, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the January 1 or July 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. The amount Any overdue principal of interest payable and premium, if any, on the Notes will and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 5.250% per annum. Interest on the Notes shall be computed calculated on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment of for the Notes; and the place where the principal of (and premium, if any) and interest on the Notes will shall be made at payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency of maintained by the Company maintained for that purpose in the Borough of Manhattan, the in The City and State of New York, in such coin or currency which initially shall be the office of the United States of America as Trustee located at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided4 New York Plaza, howeverNew York, that New York 10005, Attention: Corporate Txxxx Xxxxxxxxxxxxxx. Xxx Xxxxx xxe subject to redemption at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution as provided in the United States form of the Person entitled thereto Note attached hereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear Exhibit A and in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transferIndenture. The Notes shall not be superior in right have the benefit of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denominationa sinking fund.

Terms of the Notes. The terms and provisions Stated Maturity on which the principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will shall be due and payable, together with all accrued and unpaid interest thereon, on July payable shall be September 15, 20362004. The principal of the Notes shall bear interest at the rate of 6.757 5/8% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A) from September 17, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 15 and September 15 (each, an "Interest Payment Date") in each year, commencing March 15, 2000, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the March 1 or September 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. The amount Any overdue principal of interest payable and premium, if any, on the Notes will and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 7 5/8% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A). Promptly following any increase in the interest rate on the Registrable Securities as the result of a Registration Default, the Company shall deliver an Officers' Certificate to the Trustee, notifying the Trustee of such Registration Default and setting forth the effective date of such increase in the interest rate on the Registrable Securities and the interest rate in effect on the Registrable Securities as a result of such Registration Default, and, in the event of any further increase in the interest rate on the Registrable Securities as the result of the continuance of a Registration Default, shall promptly deliver a similar Officers' Certificate to the Trustee. Any such increase in the interest rate on the Registrable Securities shall remain in effect until such time as all Registration Defaults have been cured or ceased to exist and the Company shall have delivered an Officers' Certificate to the Trustee to the effect that (i) all Registration Defaults have been cured or have ceased to exist and (ii) the date of such cessation or cure, whereupon the interest rate on the Registrable Securities shall be computed reduced to the original interest rate thereon effective as of the date of such cessation or cure. Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a United States Alien in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, The City of New York is hereby designated as a Place of Payment of for the Notes; and the place where the principal of (and premium, if any) , and interest on the Notes will shall be made at payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency of maintained by the Company maintained for that purpose in the Borough of Manhattan, the The City and State of New York, in such coin or currency which initially shall be the office of the United States of America as Trustee located at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; providedFour Xxxxxx Xxxxxx, howeverXxx Xxxx, that Xxx Xxxx 00000, Attention: Corporate Trust Services. The Notes are subject to redemption at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution as provided in the United States form of the Person entitled thereto Note attached hereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear Exhibit A and in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transferIndenture. The Notes shall not be superior in right have the benefit of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Companya sinking fund. The Notes shall be issued subject to defeasance and covenant defeasance at the option of the Company as provided in minimum denominations Sections 403 and 1011 of $1,000 the Original Indenture; provided that, without limitation to the provisions of Sections 403 and 1011 of the Original Indenture, the provisions of Sections 1013 and 1014 of the Indenture (which were added to the Indenture pursuant to the Fourth Supplemental Indenture and which are applicable to the Notes pursuant to Section 302 of this Fifth Supplemental Indenture) and Article V of this Fifth Supplemental Indenture shall survive any such defeasance or any integral multiple covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of $1,000 over such denominationNote attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Fifth Supplemental Indenture as if set forth in full at this place).

Terms of the Notes. The terms and provisions Stated Maturity on which the principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will shall be due and payablepayable shall be August 1, together with all accrued and unpaid interest thereon, on July 15, 20362011. The principal of the Notes shall bear interest at the rate of 6.757[ ]% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A) from August 6, 2001 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on August 1 and February 1 (each, an "Interest Payment Date") in each year, commencing February 1, 2002, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on July 15 or January 15 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. The amount Any overdue principal of interest payable and premium, if any, on the Notes will and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 7[ ]% per annum (subject, in the case of Notes which are Registrable Securities, to increase upon the occurrence of any Registration Default as provided in the form of Note attached hereto as Exhibit A). Promptly following any increase in the interest rate on the Registrable Securities as the result of a Registration Default, the Company shall deliver an Officers' Certificate to the Trustee, notifying the Trustee of such Registration Default and setting forth the effective date of such increase in the interest rate on the Registrable Securities and the interest rate in effect on the Registrable Securities as a result of such Registration Default, and, in the event of any further increase in the interest rate on the Registrable Securities as the result of the continuance of a Registration Default, shall promptly deliver a similar Officers' Certificate to the Trustee. Any such increase in the interest rate on the Registrable Securities shall remain in effect until such time as all Registration Defaults have been cured or ceased to exist and the Company shall have delivered an Officers' Certificate to the Trustee to the effect that (i) all Registration Defaults have been cured or have ceased to exist and (ii) the date of such cessation or cure, whereupon the interest rate on the Registrable Securities shall cease to increase as of the date of such cessation or cure. Interest on the Notes shall be computed calculated on the basis of a 360-day year consisting of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in the City of New York is hereby designated as a Place of Payment of for the Notes; and the place where the principal of (and premium, if any) , and interest on the Notes will shall be made at payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency of maintained by the Company maintained for that purpose in the Borough of Manhattan, in the City and State of New York, in such coin or currency which initially shall be the office of the United States Trustee located at c/o First Chicago Trust Company of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; providedNew York, however14 Xxxx Xxxxxx, that 0xx Xxxxx - Window 2, New York, New York 10005, Attention: Corporate Trust Administration. The Notes are subject to redemption at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution as provided in the United States form of the Person entitled thereto Note attached hereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear Exhibit A and in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transferIndenture. The Notes shall not be superior in right have the benefit of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Companya sinking fund. The Notes shall be issued subject to defeasance and covenant defeasance at the option of the Company as provided in minimum denominations Sections 1401, 1402 and 1403 of $1,000 the Indenture; provided that, without limitation to the provisions of Sections 1401, 1402 and 1403 of the Original Indenture, the provisions of Section 308 and of Article IV of this Indenture Supplement shall survive any such defeasance or any integral multiple covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of $1,000 over such denominationNote attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Indenture Supplement as if set forth in full at this place).

Terms of the Notes. (a) The terms Global Notes may be exchanged for Notes in certificated form only if (i) the Depositary or any other designated replacement depositary is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and provisions a successor depositary registered as a clearing agency under the Exchange Act is not appointed by the Company within 90 calendar days, (ii) at any time the Company in its sole discretion determines not to have the Notes represented by the Global Notes or (iii) an Event of Default has occurred and is continuing with respect to the Notes. (b) The principal of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, is payable on July June 15, 2036. 2011 (the "Maturity Date"). (c) The Notes shall bear interest at the an annual rate of 6.756.273% per yearfrom June 22, 2004, or from the most recent date on which interest has been paid or provided for, payable semi-annually on June 15 and December 15 of each year commencing December 15, 2004, until the principal of such Notes is paid or made available for payment. The amount interest so payable will be paid to the person in whose name the Notes are registered at the close of business on the preceding June 1 or December 1, respectively; provided, however, that interest payable on the Notes Maturity Date, or, if applicable, upon redemption, will be computed payable to the Person to whom the principal of the Notes shall be payable. If the date on which interest is payable is not a Business Day, the interest will be paid on the basis of a 360-day year consisting of twelve 30-day months. next following Business Day. (d) Payment of the principal of (and premium, if any, on) and any such interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of ManhattanNew York, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available fundsdebts; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person Person entitled thereto as such address shall appear in the Security Register. Initially JPMorgan Chase Bank is appointed as the Trustee and Paying Agent for the Notes will be issued in global form registered to perform the functions set forth in the name of Cede & Co. Indenture to be performed by such offices. (as nominee for e) The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, redeemable at the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness option of the Company. The , in whole or in part at any time and from time to time, at a Redemption Price equal to the greater of: - 100% of the principal amount of the Notes shall to be issued redeemed; or - the sum of the present values of the remaining scheduled payments of principal and interest on the Notes (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points, plus, in minimum denominations of $1,000 or any integral multiple of $1,000 over such denominationeach case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.

Terms of the Notes. (a) The terms and provisions of Notes shall be issued as fully registered Notes without coupons in the Authorized Denominations. The Notes as shall be in substantially the form set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. hereto. (b) The Notes shall bear interest until payment of the principal thereof and interest thereon shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise. So long as the rate Notes accrue interest at a Weekly Interest Rate, interest shall be computed on the basis of 6.75% per yeara year of 360 days for the number of days actually elapsed. The amount of interest payable Interest accruing on the Notes will at a Fixed Interest Rate shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment . (c) Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Owner as of the Record Date for such payment of interest, and shall be paid to the Person in whose name the Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest, to be fixed by Trustee, notice thereof being given to the Registered Owners not less than ten days prior to such Special Record Date. (d) Interest shall be paid on each Interest Payment Date in lawful money of the United States by check mailed to each Registered Owner at the address shown on the registration books maintained by Note Registrar pursuant to the terms hereof; provided, however, interest may also be paid by wire transfer to an address in the continental United States in the case of a Registered Owner of at least $1,000,000 aggregate principal amount of Notes upon written request of the Registered Owner thereof 15 days prior to the applicable Record Date to Note Registrar in a form satisfactory to Note Registrar. (e) The principal of (and premium, if any) and interest on the Notes will shall be made at the office or agency of the Company maintained for that purpose payable in the Borough of Manhattan, the City and State of New York, in such coin or currency lawful money of the United States of America as on June 1, 2033 at the time designated corporate trust office of payment is legal tender for the Trustee at 210 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 xr at such other office as Trustee may designate. Except as provided in Section 2.10 hereof, no payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge principal shall be made on any Note unless and until such Note is tendered to Trustee for cancellation, as the registration of transfer or exchange of the Notes; provided, however, that the Company case may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer. The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company. be. (f) The Notes shall be issued subject to redemption and purchase as provided in minimum denominations of $1,000 or any integral multiple of $1,000 over such denominationArticle IV hereof.