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 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.. ARTICLE THREE

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.. ARTICLE THREE

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 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.. ARTICLE THREE

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 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.. ARTICLE THREE

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 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 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 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.. ARTICLE THREE

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 Stated Maturity on which the principal of the 2015 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 February 15, 20362015. The Stated Maturity on which the principal of the 2035 Notes shall be due and payable shall be February 15, 2035. The principal of the 2015 Notes shall bear interest at the rate of 6.755.200% per annum from February 10, 2005 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 15 and August 15 (each, an "Interest Payment Date") in each year, commencing August 15, 2005, to the Persons in whose names the 2015 Notes (or one or more Predecessor Securities) are registered at the close of business on the February 1 or August 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the 2015 Notes and any overdue installment of interest on the 2015 Notes shall, to the extent permitted by law, bear interest at the rate of 5.200% per annum. The amount principal of the 2035 Notes shall bear interest at the rate of 6.000% per annum from February 10, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on each Interest Payment Date, commencing August 15, 2005, to the Persons in whose names the 2035 Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the 2035 Notes and any overdue installment of interest payable on the 2035 Notes shall, to the extent permitted by law, bear interest at the rate of 6.000% per annum. Interest on the Notes will 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; provided0 Xxx Xxxx Xxxxx, howeverXxx Xxxx, that Xxx Xxxx 00000, 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 Notes 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 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. 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.. ARTICLE THREE SUNDRY PROVISIONS

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 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.. ARTICLE THREE