Common use of Establishment of Series Clause in Contracts

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75% Senior Notes due 2010" to be issued in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notes, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 Notes shall not be convertible. (g) The 2010 Notes will not be subordinated to the payment of Senior Debt. (h) The events specified in Events of Default with respect to the 2010 Notes shall include the events specified in Article V of this Fifteenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.753.375% Convertible Senior Notes due 20102023" to be issued in an initial aggregate principal amount of $300,000,000150,000,000 (except that such amount shall be increased to an amount up to $200,000,000 to the extent of any exercise by the Initial Purchasers of their option to purchase additional 2023 Notes). Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 2023 Notes, and, if no interest has been paid, from September 29July 16, 20042003), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 2023 Notes. Such additional Securities shall be part of the same series as the 2010 2023 Notes. The Stated Maturity of the 2010 2023 Notes is August 1July 15, 20102023; the principal amount of the 2010 2023 Notes shall be payable on such date unless the 2010 2023 Notes are earlier redeemed redeemed, purchased or purchased converted in accordance with the terms of the Indenture. (b) The 2010 2023 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.753.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2023 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2023 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th 1st day preceding of the relevant calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2023 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III III, Article IV and Article V hereof. (f) The 2010 2023 Notes shall not be convertibleconvertible in accordance with the terms of this Thirteenth Supplemental Indenture. (g) The 2010 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2023 Notes shall include the events specified in Article V VIII of this Fifteenth Thirteenth Supplemental Indenture. In addition to the covenants set forth in Article Three III of the Original Indenture, the Holders of the 2010 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Thirteenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.753.375% Convertible Senior Notes due 20102023, Series B" to be issued in an initial aggregate principal amount of up to $300,000,000150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 2023 Notes, and, if no interest has been paid, from September 29December 16, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 2023 Notes. Such additional Securities shall be part of the same series as the 2010 2023 Notes. The Stated Maturity of the 2010 2023 Notes is August 1July 15, 20102023; the principal amount of the 2010 2023 Notes shall be payable on such date unless the 2010 2023 Notes are earlier redeemed redeemed, purchased or purchased converted in accordance with the terms of the Indenture. (b) The 2010 2023 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 2023 Notes, at the rate of 7.753.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2023 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2023 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th 1st day preceding of the relevant calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2023 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III III, Article IV and Article V hereof. (f) The 2010 2023 Notes shall not be convertibleconvertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2010 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2023 Notes shall include the events specified in Article V VIII of this Fifteenth Sixteenth Supplemental Indenture. In addition to the covenants set forth in Article Three III of the Original Indenture, the Holders of the 2010 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Sixteenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75“3.75% Senior Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2010" 2050” to be issued in aggregate principal amount of $300,000,000400,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 New Notes (except a different issue date, a different issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 New Notes, and, if no interest has been paid, from September 29, 2004the Original Issue Date), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 New Notes; provided, that such additional Securities must be part of the same issue as the New Notes for U.S. federal income tax purposes or, if they are not part of the same issue for such purposes, such additional Securities must be issued with a separate CUSIP number. Such additional Securities shall be part of the same series as the 2010 New Notes. The Stated Maturity of the 2010 New Notes is August December 1, 20102050; the principal amount of the 2010 New Notes shall be payable on such date unless the 2010 New Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 New Notes, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment, will bear interest (i) from the Original Issue Date to, but not including, the First Reset Date at the rate of 3.75% per annum and (ii) from and including the First Reset Date, during each Reset Period, at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 2.90%, to be reset on each Reset Date. Interest will be payable semiannually semi-annually on each Interest Payment Date and at Maturity, as provided and subject to the terms contained in the form of the 2010 New Note in Section 2.03 and Section 2.04 hereof (including the right of the Issuer to defer interest payable on the New Notes as set forth in Section 2.03 hereof). (c) The Record Date referred to in Section 2.3(f)(4) of the Original Indenture for the payment of the interest on any 2010 New Note payable on any Interest Payment Date (other than at on the Stated Maturity) shall be the 15th day date 15 calendar days immediately preceding the relevant applicable Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at on the Stated Maturity shall be paid to the date of MaturityPerson to whom the principal amount is paid. (d) The payment of the principal ofof (including premium, premium (if any) and interest on the 2010 New Notes shall not be secured by a security interest in any property. (e) The 2010 New Notes shall be redeemable at the option of the Issuer, Issuer as follows: (i) in whole or in part, at any time and from time to timetime on or after December 1, 2025, other than for this purpose during any Par Call Period, at a redemption price equal to the greater of the following amounts: (1) 100% of the principal amount of such New Notes being redeemed on such date of redemption; or (2) the sum of the present values of the remaining scheduled payments of principal of and interest on such New Notes being redeemed on such date of redemption that would be due if such New Notes matured on the first day of the next Par Call Period (not including any portion of any payments of interest accrued to such redemption date) discounted to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 45 basis points, as determined by a Reference Treasury Dealer appointed by the Issuer for such purpose; plus, in each case of items (1) and (2), accrued and unpaid interest, if any, thereon to, but not including, such redemption date; (ii) in whole or not less than 30 days notice in part, during any Par Call Period, at a redemption price equal to 100% of the principal amount of such 2010 New Notes being redeemed redeemed, plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued and unpaid interest, if any, thereon to to, but not including, the redemption date. In no event will date of redemption; (iii) in whole but not in part, at any time within 90 days following the occurrence and continuation of a Tax Event, at a redemption price ever be less than equal to 100% of the principal amount of the 2010 Notes New Notes, plus accrued interest to and unpaid interest, if any, thereon to, but not including, the redemption date. The 2010 Notes shall be purchased date of redemption; and (iv) in whole but not in part, at any time within 90 days following the conclusion of any review or appeal process instituted by the Issuer at any time following the option occurrence and continuation of a Rating Agency Event, at a redemption price equal to 102% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption. The Issuer’s right to redeem the New Notes under clause (iii) above shall be subject to the condition that if at the time there is available to the Issuer the opportunity to eliminate a Tax Event, within 90 days following the occurrence and continuation of such Tax Event, by taking some ministerial action (“Ministerial Action”), such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Issuer or the Holders of the New Notes and will involve no material cost, the Issuer shall pursue such measures in lieu of redemption; provided further, that the Issuer shall have no right to redeem the New Notes while the Issuer is pursuing any such Ministerial Action. The Trustee may rely on an Officers’ Certificate stating that a Tax Event or Rating Agency Event, as the case may be, has occurred and shall have no responsibility to monitor or determine whether or not such an event has occurred. In connection with any redemption of any New Notes, other than during any Par Call Period, the Issuer shall give the Trustee notice of the redemption price promptly after the calculation thereof as provided in Article III hereofand the Trustee shall not be responsible for such calculation. (f) The 2010 New Notes shall not be convertible. (g) The 2010 New Notes will not shall be subordinated to the payment of Senior DebtIndebtedness as provided in Article III of this Tenth Supplemental Indenture, and the provisions of Article Twelve of the Original Indenture shall apply to the New Notes. (h) The Issuer will not pay any additional amounts on the New Notes held by a Person who is not a U.S. person (as defined in Regulation S under the Securities Act) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in as Events of Default with respect to the 2010 New Notes shall only include the events specified in Article V IV hereof, which shall supersede the “Events of this Fifteenth Supplemental Default” set forth in Section 5.1 of the Original Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 New Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle IV hereof. (j) The New Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. (k) The provisions of Article V and Article VI hereof shall apply to the New Notes as specified therein. (l) The Place of Payment for the New Notes shall be determined in accordance with Section 3.2 of the Original Indenture and shall initially be the Corporate Trust Office of the Trustee. (m) The New Notes shall have such additional terms and provisions as set forth in Sections 2.03 and 2.04 hereof.

Establishment of Series. (a) There is hereby created established, pursuant to the authority granted under the Base Indenture, a series of Securities to that shall be known and designated as the "7.75“6% Senior Notes Convertible Subordinated Debentures due 2010" to 2012”, of the Company. The Stated Maturity of the Debt Securities shall be issued in aggregate principal amount September 15, 2012, and the Debt Securities shall each bear interest at the rate of $300,000,000. Additional Securities6% from June 15, without limitation as to amount2005, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest or from the last most recent Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1case may be, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased September 15, 2005 and quarterly thereafter on December 15, March 15, June 15 and September 15 in accordance with the terms of the Indenture. (b) The 2010 Notes will bear interest from the Original Issue Dateeach year, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notes, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available duly provided for. The aggregate principal amount of Debt Securities which may be authenticated and delivered is limited to $166,851,650.00 in principal amount of Debt Securities, except for paymentDebt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities pursuant to Section 303, 304, 305, 306, 307, 906, 1010 or 1108 of the Base Indenture. Interest will The principal of, premium, if any, and interest on the Debt Securities shall be payable semiannually at the office or agency of the Company maintained for such purpose; provided, however, that at the option of the Company interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on each Interest Payment Date the Security Register. If any of the Debt Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is hereby initially designated as the Paying Agent under this Indenture. Article Fourteen of the Indenture - Guarantees - shall not apply to the Debt Securities. Article Four of the Indenture - Defeasance and at Maturity, Covenant Defeasance - shall not apply to the Debt Securities. The Debt Securities shall be redeemable as provided in Article Eleven of the Indenture. The terms of redemption are set forth in the form of the 2010 Note Debt Security as set forth in Section 2.03 hereof. (c) 204 of this Ninth Supplemental Indenture. The Record Date referred Debt Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve of the Indenture. The Debt Securities shall be convertible into shares of the Company’s Class A Common Stock as provided in Section 2.3(f)(4) 205 of the Indenture for the payment of the interest on any 2010 Note payable on any Interest Payment Date (other than at Maturity) this Ninth Supplement Indenture. The Debt Securities shall be the 15th day preceding the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal ofredeemable, premium (if any) and interest on the 2010 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes shall be redeemable at the option of the IssuerHolder, in whole or in part, at any time and from time to time, or not less than 30 days notice at upon a redemption price equal to 100% Change of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes shall be purchased by the Issuer at the option of the Holders thereof Control as provided in Article III hereof. (f) The 2010 Notes shall not be convertible. (g) The 2010 Notes will not be subordinated to the payment of Senior Debt. (h) The events specified in Events of Default with respect to the 2010 Notes shall include the events specified in Article V Section 208 of this Fifteenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Ninth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75“6.55% Senior Notes due 2010" 2017” to be issued in aggregate principal amount of $300,000,000250,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 2017 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 2017 Notes, and, if no interest has been paid, from September 29July 3, 20042007), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 2017 Notes. Such additional Securities shall be part of the same series as the 2010 2017 Notes. The “Stated Maturity Maturity” of the 2010 2017 Notes is August 1July 17, 20102017; the principal amount of the 2010 2017 Notes shall be payable on such date unless the 2010 2017 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 2017 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.756.55% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2017 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2017 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding prior to the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2017 Notes shall not be secured by a security interest in any property. (e) The 2010 2017 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or upon not less than 30 30, nor more than 60 days notice at a redemption price equal to 100% of the principal amount of such 2010 2017 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 2017 Notes plus accrued interest interest, if any, thereon to the redemption date. The 2010 2017 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 2017 Notes shall not be convertible. (g) The 2010 2017 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2017 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2017 Notes shall include the events specified in Article V of this Fifteenth Twentieth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 2017 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Twentieth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75“6.30% Senior Notes due 2010" 2012” to be issued in aggregate principal amount of $300,000,000150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 2012 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 2012 Notes, and, if no interest has been paid, from September 29January 19, 20042005), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 2012 Notes. Such additional Securities shall be part of the same series as the 2010 2012 Notes. The Stated Maturity of the 2010 2012 Notes is August February 1, 20102012; the principal amount of the 2010 2012 Notes shall be payable on such date unless the 2010 2012 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 2012 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.756.30% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2012 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2012 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding prior to the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2012 Notes shall not be secured by a security interest in any property. (e) The 2010 2012 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 2012 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 2012 Notes plus accrued interest to the redemption date. The 2010 2012 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 2012 Notes shall not be convertible. (g) The 2010 2012 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2012 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2012 Notes shall include the events specified in Article V of this Fifteenth Eighteenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 2012 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Eighteenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.759.875% Senior Notes due 2010Due 2007" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent as contemplated in Section 2.3(f)(2) of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 NotesIndenture) to $500,000,000. The Stated Maturity of the 2010 2007 Notes is August 1October 15, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture2007. (b) The 2010 2007 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.759.875% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2007 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2007 Note payable on any Interest Payment Date (other than at Maturity) which shall be the 15th 1st day preceding of the relevant calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2007 Notes shall not be secured by a security interest in any property. (e) The 2010 2007 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days days' notice at a redemption price equal to 100% of the principal amount of such 2010 2007 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 2007 Notes plus accrued interest to the redemption date. The 2010 2007 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 3.01 and 4.06 hereof. (f) The 2010 2007 Notes shall not be convertible. (g) The 2010 2007 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2007 Notes held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2007 Notes shall include the events specified in Article V Five of this Fifteenth Tenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 2007 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Four hereto.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.758.9% Senior Notes due 2010Due 2008" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent as contemplated in Section 2.3(f)(2) of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 NotesIndenture) to $269,000,000. The Stated Maturity of the 2010 2008 Notes is August 1July 15, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture2008. (b) The 2010 2008 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.758.9% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2008 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2008 Note payable on any Interest Payment Date (other than at Maturity) which shall be the 15th 1st day preceding of the relevant calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2008 Notes shall not be secured by a security interest in any property. (e) The 2010 2008 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days days' notice at a redemption price 22 equal to 100% of the principal amount of such 2010 2008 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 2008 Notes plus accrued interest to the redemption date. The 2010 2008 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 3.01 and 4.06 hereof. (f) The 2010 Notes shall not be convertible. (g) The 2010 Notes will not be subordinated to the payment of Senior Debt. (h) The events specified in Events of Default with respect to the 2010 Notes shall include the events specified in Article V of this Fifteenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.756.75% Senior Notes due 2010Due 2004, Series A" to be issued and limited in aggregate principal amount (except as contemplated in Section 2.3(f)(2) of the Indenture) to $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Series A Notes is August 1January 15, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture2004. (b) The 2010 Series A Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.756.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Series A Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Series A Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th 1st day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 Series A Notes shall not be secured by a security interest in any property. (e) The 2010 Series A Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or upon not less than 30 days days' notice to the Holders of the Notes at a redemption price equal to 100% of the principal amount of such 2010 Series A Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 Notes shall not be convertible. (g) The 2010 Notes will not be subordinated to the payment of Senior Debt. (h) The events specified in Events of Default with respect to the 2010 Notes shall include the events specified in Article V of this Fifteenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indenture.redemption

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.757 3/8% Senior Unsecured Notes due 2010Due 2000, Series A" to be issued and limited in aggregate principal amount (except as contemplated in Section 2.3(f)(2) of the Indenture) to $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Series A Notes is August 1November 15, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture2000. (b) The 2010 Series A Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.757 3/8% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Series A Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Series A Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th 1st day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 Series A Notes shall not be secured by a security interest in any property. (e) The 2010 Series A Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Series A Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Series A Notes plus accrued interest to the redemption date. The 2010 Series A Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 4.01 and 5.06 hereof. (f) The 2010 Series A Notes shall not be convertible. (g) The 2010 Series A Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the Series A Notes held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 Series A Notes shall include the events specified in Article V Six of this Fifteenth Fifth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Series A Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Five hereto.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75% Senior General Term Notes due 2010(R), Series D" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased contemplated in accordance with the terms Section 301(2) of the Indenture. ) to $200,000,000. Each General Term Note will be dated and issued as of the date of its authentication by the Trustee. Each General Term Note shall also bear an Original Issue Date (bas hereinafter defined) The 2010 Notes which, with respect to any General Term Note (or any portion thereof), shall mean the date of its original issue, as specified in such General Term Note (the "Original Issue Date"), and such Original Issue Date shall remain the same if such General Term Note is subsequently issued upon transfer, exchange, or substitution of such General Term Note regardless of its date of authentication. Principal on any General Term Note shall become due and payable from nine months to twenty-five years from the Original Issue Date of such General Term Note, as specified on such General Term Note. Each General Term Note will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually either monthly, quarterly or semi-annually on each Interest Payment Date and at Maturity, as provided specified below and in each General Term Note. Interest will be payable to the person in whose name a General Term Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date; provided, however, interest payable at Maturity will be payable to the person to whom principal shall be payable. Interest on the General Term Notes will be computed on the basis of a 360-day year of twelve 30-day months. The Interest Payment Dates for a General Term Note that provides for monthly interest payments shall be the fifteenth day of each calendar month; provided, however, that in the form case of a General Term Note issued between the first and fifteenth day of a calendar month, interest otherwise payable on the fifteenth day of such calendar month will be payable on the fifteenth day of the 2010 next succeeding calendar month. In the case of a General Term Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each of the months specified in Section 2.03 hereof. such General Term Note, commencing on the day that is three months from (ci) the day on which such General Term Note is issued, if such General Term Note is issued on the fifteenth day of a calendar month, or (ii) the fifteenth day of the calendar month immediately preceding the calendar month in which such General Term Note is issued, if such General Term Note is issued prior to the fifteenth day of a calendar month, or (iii) the fifteenth day of the calendar month in which such General Term Note is issued, if such General Term Note is issued after the fifteenth day of a calendar month. In the case of a General Term Note that provides for semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each of the months specified in such General Term Note, commencing on the day that is six months from (i) the day on which such General Term Note is issued, if such General Term Note is issued on the fifteenth day of a calendar month, or (ii) the fifteenth day of the calendar month immediately preceding the calendar month in which such General Term Note is issued, if such General Term Note is issued prior to the fifteenth day of a calendar month, or (iii) the fifteenth day of the calendar month in which such General Term Note is issued, if such General Term Note is issued after the fifteenth day of a calendar month. Payment of principal of the General Term Notes (and premium, if any) and, unless otherwise paid as hereinafter provided, any interest thereon will be made at the office or agency of the Company in New York, New York; provided, however, that payment of interest (other than interest at Maturity) may be made at the option of the Company by check or draft mailed to the Person entitled thereto at such Person's address appearing in the Security Register or by wire transfer to an account designated by such Person not later than ten days prior to the date of such payment. The Regular Record Date referred to in Section 2.3(f)(4) 301 of the Indenture for the payment of the interest on any 2010 General Term Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th first day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the Record calendar month in which such Interest Payment Date for occurs as is specified in such General Term Note, and, in the case of interest payable at Maturity Maturity, the Regular Record Date shall be the date of Maturity. (d) The payment . Unless otherwise specified in such General Term Notes, the cities of the principal ofNew York, premium (if any) New York and interest on the 2010 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes Chicago, Illinois shall be redeemable at the option of the Issuerreference cities for determining a Business Day. The General Term Notes may be issued only as registered notes, without coupons, in whole denominations of $1,000 and any larger denomination which is in an integral multiple of $1,000. Upon the execution of this Fourth Supplemental Indenture, or in part, at any time and from time to timetime thereafter, or not less than 30 days notice at a redemption price equal to 100% of General Term Notes may be executed by the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon Company and delivered to the redemption date. In no event will Trustee for authentication, and the redemption price ever be less than 100% of Trustee shall thereupon authenticate and deliver said General Term Notes in accordance with the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 Notes shall not be convertible. (g) The 2010 Notes will not be subordinated to the payment of Senior Debt. (h) The events specified in Events of Default with respect to the 2010 Notes shall include the events specified in Article V of this Fifteenth Supplemental Indenture. In addition to the covenants procedures set forth in Article Three or upon a Company Order complying with Sections 301 and 303 of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75% Senior Notes due 2010Extendible Tenor Rate-Adjusted Securities" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased contemplated in accordance with the terms Section 2.3(f)(2) of the Indenture) to [$150,000,000]. If the Yield on the Exercise Date is equal to or greater than the Reference Treasury Note Yield,the X-TRAS will mature on _____________ __, 200_ (the "Initial Stated Maturity"). If the Yield on the Exercise Date is less than the Reference Treasury Note Yield, the maturity of the X-TRAS will be extended until ______________ __, 201_ (the "Extended Stated Maturity"). (b) The 2010 Notes During the period commencing on the Original Issue Date and ending on the Initial Stated Maturity, the X-TRAS will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.75____% per annum stated therein until the principal thereof is paid or made available for payment. In the event the X-TRAS are extended until the Extended Stated Maturity, the X-TRAS will bear interest from the Initial Stated Maturity or from the most recent date to which interest has been paid or duly provided for, at such rate per annum as may be established pursuant to Article X, until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Note X-TRAS in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Note X-TRAS payable on any Interest Payment Date (other than at Maturity) shall be the 15th first day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 Notes X-TRAS shall not be secured by a security interest in any property. (e) The 2010 Notes X-TRAS shall be redeemable at the option of the Issuer, Issuer as provided in whole or in part, at any time Section 8.01(b) and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date(c) hereof. The 2010 Notes holders of X-TRAS shall not be entitled to any sinking fund payments. The X-TRAS shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 3.01, 4.05 and 8.02 hereof. (f) The 2010 Notes X-TRAS shall not be convertible. (g) The 2010 Notes X-TRAS will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the X-TRAS held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 Notes X-TRAS shall include the events specified in Article V Five of this Fifteenth Sixth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Notes X- TRAS shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Four hereto. (j) In the event the X-TRAs are extended until the Extended Maturity Date, then, unless the Issuer exercises the FD Redemption Option (which option the Issuer shall be entitled to exercise until the Remarketing Deadline), the interest rate borne by the X-TRAS will be reset in order that the X-TRAS may be remarketed so as to yield proceeds at least sufficient to make available to the Pass Through Trustee on the Final Distribution Date an amount in cash equal to 100% of the principal amount thereof together with accrued interest to the Initial Stated Maturity plus the ISDA Amount. The remarketing of the X-TRAS will be conducted in accordance with the provisions of Article X hereof.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.757 3/8% Senior Unsecured Notes due 2010Due 2000, Series B" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent as contemplated in Section 2.3(f)(2) of the existing Holders of Indenture) to $300,000,000 (the 2010 "Series B Notes. Such additional Securities shall be part of the same series as the 2010 Notes"). The Stated Maturity of the 2010 Series B Notes is August 1November 15, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture2000. (b) The 2010 Series B Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.757 3/8% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Series B Note in Section 2.03 3.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Series B Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th 1st day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 Series B Notes shall not be secured by a security interest in any property. (e) The 2010 Series B Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Series B Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Series B Notes plus accrued interest to the redemption date. The 2010 Series B Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 4.01 and 5.06 hereof. (f) The 2010 Series B Notes shall not be convertible. (g) The 2010 Series B Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the Series B Notes held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 Series B Notes shall include the events specified in Article V Six of this Fifteenth Fifth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Series B Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Five hereto.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75“4.75% Senior Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2010" 2050” to be issued in aggregate principal amount of $300,000,000500,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 New Notes (except a different issue date, a different issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 New Notes, and, if no interest has been paid, from September 29, 2004the Original Issue Date), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 New Notes; provided, that such additional Securities must be part of the same issue as the New Notes for U.S. federal income tax purposes or, if they are not part of the same issue for such purposes, such additional Securities must be issued with a separate CUSIP number. Such additional Securities shall be part of the same series as the 2010 New Notes. The Stated Maturity of the 2010 New Notes is August June 1, 20102050; the principal amount of the 2010 New Notes shall be payable on such date unless the 2010 New Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 New Notes, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment, will bear interest (i) from the Original Issue Date to, but not including, the First Reset Date at the rate of 4.750% per annum and (ii) from and including the First Reset Date, during each Reset Period, at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 4.116%, to be reset on each Reset Date. Interest will be payable semiannually semi-annually on each Interest Payment Date and at Maturity, as provided and subject to the terms contained in the form of the 2010 New Note in Section 2.03 and Section 2.04 hereof (including the right of the Issuer to defer interest payable on the New Notes as set forth in Section 2.03 hereof). (c) The Record Date referred to in Section 2.3(f)(4) of the Original Indenture for the payment of the interest on any 2010 New Note payable on any Interest Payment Date (other than at on the Stated Maturity) shall be the 15th day date 15 calendar days immediately preceding the relevant applicable Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at on the Stated Maturity shall be paid to the date of MaturityPerson to whom the principal amount is paid. (d) The payment of the principal ofof (including premium, premium (if any) and interest on the 2010 New Notes shall not be secured by a security interest in any property. (e) The 2010 New Notes shall be redeemable at the option of the Issuer, Issuer as follows: (i) in whole or in part, at any time and from time to timetime on or after June 1, 2025, other than for this purpose during the Initial Par Call Period or on any subsequent Reset Date, at a redemption price equal to the greater of the following amounts: (1) 100% of the principal amount of such New Notes being redeemed on such date of redemption; or (2) the sum of the present values of the remaining scheduled payments of principal of and interest on such New Notes being redeemed on such date of redemption that would be due if such New Notes matured on the next succeeding Reset Date (not less than 30 days notice including any portion of any payments of interest accrued to such redemption date) discounted to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, as determined by a Reference Treasury Dealer appointed by the Issuer for such purpose; plus, in each case of items (1) and (2), accrued and unpaid interest, if any, thereon to, but not including, such redemption date; (ii) in whole or in part, during the Initial Par Call Period or on any subsequent Reset Date, at a redemption price equal to 100% of the principal amount of such 2010 New Notes being redeemed redeemed, plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued and unpaid interest, if any, thereon to to, but not including, the redemption date. In no event will date of redemption; (iii) in whole but not in part, at any time within 90 days following the occurrence and continuation of a Tax Event, at a redemption price ever be less than equal to 100% of the principal amount of the 2010 Notes New Notes, plus accrued interest to and unpaid interest, if any, thereon to, but not including, the redemption date. The 2010 Notes shall be purchased date of redemption; and (iv) in whole but not in part, at any time within 90 days following the conclusion of any review or appeal process instituted by the Issuer at any time following the option occurrence and continuation of a Rating Agency Event, at a redemption price equal to 102% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption. The Issuer’s right to redeem the New Notes under clause (iii) above shall be subject to the condition that if at the time there is available to the Issuer the opportunity to eliminate a Tax Event, within 90 days following the occurrence and continuation of such Tax Event, by taking some ministerial action (“Ministerial Action”), such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Issuer or the Holders of the New Notes and will involve no material cost, the Issuer shall pursue such measures in lieu of redemption; provided further, that the Issuer shall have no right to redeem the New Notes while the Issuer is pursuing any such Ministerial Action. The Trustee may rely on an Officers’ Certificate stating that a Tax Event or Rating Agency Event, as the case may be, has occurred and shall have no responsibility to monitor or determine whether or not such an event has occurred. In connection with any redemption of any New Notes, other than during the Initial Par Call Period or on any subsequent Reset Date, the Issuer shall give the Trustee notice of the redemption price promptly after the calculation thereof as provided in Article III hereofand the Trustee shall not be responsible for such calculation. (f) The 2010 New Notes shall not be convertible. (g) The 2010 New Notes will not shall be subordinated to the payment of Senior DebtIndebtedness as provided in Article III of this Ninth Supplemental Indenture, and the provisions of Article Twelve of the Original Indenture shall apply to the New Notes. (h) The Issuer will not pay any additional amounts on the New Notes held by a Person who is not a U.S. person (as defined in Regulation S under the Securities Act) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in as Events of Default with respect to the 2010 New Notes shall only include the events specified in Article V IV hereof, which shall supersede the “Events of this Fifteenth Supplemental Default” set forth in Section 5.1 of the Original Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 New Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle IV hereof. (j) The New Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. (k) The provisions of Article V and Article VI hereof shall apply to the New Notes as specified therein. (l) The Place of Payment for the New Notes shall be determined in accordance with Section 3.2 of the Original Indenture and shall initially be the Corporate Trust Office of the Trustee. (m) The New Notes shall have such additional terms and provisions as set forth in Sections 2.03 and 2.04 hereof.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75___% Senior Notes due 2010Due 20___" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent as contemplated in Section 2.3(f)(2) of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 NotesIndenture) to [$480,000,000]. The Stated Maturity of the 2010 20___ Notes is August 1, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture____. (b) The 2010 20___ Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.75% of___% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 20___ Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 20___ Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month preceding the month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 20___ Notes shall not be secured by a security interest in any property. (e) The 2010 20___ Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days days' notice at a redemption price equal to 100% of the principal amount of such 2010 20___ Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 20___ Notes plus accrued interest to the redemption date. The 2010 20___ Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 3.01 and 4.06 hereof. (f) The 2010 20___ Notes shall not be convertible. (g) The 2010 20___ Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 20___ Notes held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 20___ Notes shall include the events specified in Article V Five of this Fifteenth Seventh Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 20___ Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Four hereto.

Establishment of Series. Each Series of Notes will be issued pursuant to a supplement to this Agreement (a “Supplement”) in substantially the form of Exhibit A, and will be subject to the following terms and conditions: Agree Limited Partnership Uncommitted Master Note Facility (a) There is hereby created Notes of a series of Securities to be known and designated as the "7.75% Senior Notes due 2010" to Series may be issued and sold only to AIG Affiliates, each in its sole and absolute discretion, it being the express understanding and agreement of the parties hereto that the terms of this Agreement shall not be construed by the Company, the Parent Guarantor or any other Person as a commitment by AIG or any AIG Affiliate; (b) subject to Section 2.3, Notes of a Series may be issued and sold pursuant to this Agreement until the third anniversary of the date of this Agreement or, if such anniversary is not a Business Day, the Business Day next preceding that anniversary (the period during which Notes may be issued and sold pursuant to this Agreement is the “Issuance Period”); (c) the aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 all Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), of all Series of Notes that may also be issued by hereunder is $100,000,000 (the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notes, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity.“Maximum Facility Amount”); (d) The payment the designation of the principal of, premium (if any) and interest on the 2010 each Series of Notes shall not distinguish the Notes of one Series from the Notes of all other Series, and Notes of a Series may be secured by issued in tranches within a security interest in any property.Series; (e) The 2010 the Notes of each Series and the Guaranty in respect of such Notes shall be redeemable rank pari passu in right of payment with each other Series of Notes and at the option least pari passu in right of payment with all other unsecured Senior Indebtedness of the IssuerCompany and the Guarantors, in whole as the case may be; (f) the Notes of each Series shall be dated the date of issue, bear interest at such rate or in partrates, at any time mature on such date or dates, be subject to such mandatory prepayments on the dates and from time to time, or not less than 30 days notice at a redemption price equal to 100% of with the principal amount of such 2010 Notes being redeemed plus the Applicable PremiumMake-Whole Amounts and other payment amounts, if any, thereon at as are agreed to between the time of redemptionCompany, together with accrued interestthe Parent Guarantor and the purchasers thereof and provided in the Supplement under which such Notes are issued, if any, thereon and shall have such additional or different conditions precedent to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes closing and such additional or different representations and warranties or other terms and provisions as shall be purchased by the Issuer at the option of the Holders thereof as provided specified in Article III hereof. (f) The 2010 Notes shall not be convertible.such Supplement; (g) The 2010 Notes will any additional covenants, Defaults, Events of Defaults, rights or similar provisions that are added by a Supplement for the benefit of the Series to be issued pursuant to such Supplement shall apply to all outstanding Notes, whether or not be subordinated to the payment Supplement so provides, provided, that any such additional covenants, Defaults or Events of Senior Debt.Default shall not reduce or diminish any existing covenants or Events of Default; and (h) The events specified in Events of Default with respect except to the 2010 Notes shall include extent provided in Subsection (f) above, all of the events specified in Article V provisions of this Fifteenth Supplemental Indenture. In addition Agreement shall apply to the covenants set forth in Article Three Notes of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indentureeach Series.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75% “Floating Rate Senior Notes due 2010" 2013” to be issued in aggregate principal amount of $300,000,000150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 2013 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 2013 Notes, and, if no interest has been paid, from September 29July 3, 20042007), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 2013 Notes. Such additional Securities shall be part of the same series as the 2010 2013 Notes. The “Stated Maturity Maturity” of the 2010 2013 Notes is August 1January 15, 20102013; the principal amount of the 2010 2013 Notes shall be payable on such date unless the 2010 2013 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 2013 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for, quarterly on each Interest Payment Date at a floating rate of interest equal to the Three-Month LIBOR Rate as of each Interest Determination Date plus 0.95%, except that the interest rate for on the interest period from and including the Original 2010 NotesIssue Date to but excluding October 15, at 2007 will be equal to 6.31000%, with interest for subsequent periods calculated and reset quarterly as described in the rate of 7.75% per annum stated therein Indenture, until the principal thereof is paid or made available for payment. ; provided, that any principal, and any such installment of interest, that is overdue shall bear interest at the Three-Month LIBOR Rate as of each Interest will Determination Date plus 0.95% and reset quarterly, calculated as described in the Indenture (to the extent that the payment of such interest shall be permitted under Michigan law as the same may be modified by United States law of general application, up to a maximum of 12% per annum), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Note in Section 2.03 hereofdemand. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2013 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding prior to the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity; provided, however, that, so long as the 2013 Notes are registered in the name of DTC, its nominee or a successor depositary, the Record Date for interest payable on any Interest Payment Date shall be the close of business on the Business Day immediately preceding such Interest Payment Date for the 2013 Notes so registered. (d) The payment of the principal of, premium (if any) and interest on the 2010 2013 Notes shall not be secured by a security interest in any property. (e) The 2010 2013 Notes shall be redeemable at the option of the Issuer, in whole or in part, at on July 15, 2009 or any time and from time to timeInterest Payment Date thereafter, or upon not less than 30 30, nor more than 60 days notice at a redemption price equal to 100% of the principal amount of such 2010 2013 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemptionredeemed, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 2013 Notes plus accrued interest interest, if any, thereon to the redemption date. The 2010 2013 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 2013 Notes shall not be convertible. (g) The 2010 2013 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2013 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2013 Notes shall include the events specified in Article V of this Fifteenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indenture.Twenty-First

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.758-1/8% Senior Unsecured Notes due 2010Due 2002" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent as contemplated in Section 2.3(f)(2) of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 NotesIndenture) to $350,000,000. The Stated Maturity of the 2010 2002 Notes is August 1May 15, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture2002. (b) The 2010 2002 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.758-1/8% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2002 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2002 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th 1st day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2002 Notes shall not be secured by a security interest in any property. (e) The 2010 2002 Notes shall not be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption dateredeemable. The 2010 2002 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 3.01 and 4.05 hereof. (f) The 2010 2002 Notes shall not be convertible. (g) The 2010 2002 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2002 Notes held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2002 Notes shall include the events specified in Article V Five of this Fifteenth Third Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 2002 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Four hereto.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75% Senior Notes due 2010" to be issued in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29July 17, 20042003), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 Notes shall not be convertible. (g) The 2010 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2010 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 Notes shall include the events specified in Article V of this Fifteenth Fourteenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Fourteenth Supplemental Indenture.

Establishment of Series. (a) a. There is hereby created a series of Securities to be known and designated as the "7.75% Senior Notes due 2010Extendible Tenor Rate-Adjusted Securities" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased contemplated in accordance with the terms Section 2.3(f)(2) of the Indenture) to $180,000,000. If the Yield on the Exercise Date is equal to or greater than the Reference Treasury Note Yield, the X-TRAS will mature on January 15, 2005 (the "Initial Stated Maturity"). If the Yield on the Exercise Date is less than the Reference Treasury Note Yield, the maturity of the X-TRAS will be extended until January 15, 2012 (the "Extended Stated Maturity"). (b) The 2010 Notes b. During the period commencing on the Original Issue Date and ending on the Initial Stated Maturity, the X-TRAS will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.757% per annum stated therein until the principal thereof is paid or made available for paymentpayment on the Initial Stated Maturity; provided, that if the maturity of the X-TRAS is extended until the Extended Stated Maturity, the X-TRAS will bear interest from the date of closing of the remarketed X-TRAS, at such rate per annum as may be established pursuant to Article VIII, until the principal thereof is paid or made available for payment on the Extended Stated Maturity. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Note X-TRAS in Section 2.03 hereof. (c) c. The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Note X-TRAS payable on any Interest Payment Date (other than at Maturity) shall be the 15th first day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 Notes shall not be convertible. (g) The 2010 Notes will not be subordinated to the payment of Senior Debt. (h) The events specified in Events of Default with respect to the 2010 Notes shall include the events specified in Article V of this Fifteenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.757.5% Senior Notes due 2010Due 2009" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent as contemplated in Section 2.3(f)(2) of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 NotesIndenture) to $480,000,000. The Stated Maturity of the 2010 2009 Notes is August 1January 15, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture2009. (b) The 2010 2009 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.757.5% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2009 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2009 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month preceding the month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2009 Notes shall not be secured by a security interest in any property. (e) The 2010 2009 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or upon not less than 30 days days' notice to the Holders of the Notes at a redemption price equal to 100% of the principal amount of such 2010 2009 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 2009 Notes plus accrued interest to the redemption date. The 2010 2009 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 3.01 and 4.06 hereof. (f) The 2010 2009 Notes shall not be convertible. (g) The 2010 2009 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2009 Notes held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2009 Notes shall include the events specified in Article V Five of this Fifteenth Seventh Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 2009 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Four hereto.

Establishment of Series. Each Series of Notes will be issued pursuant to a supplement to this Agreement (a “Supplement”) in substantially the form of Exhibit A, and will be subject to the following terms and conditions: (a) There is hereby created Notes of a series of Securities to be known and designated as the "7.75% Senior Notes due 2010" to Series may be issued and sold only to TIAA Affiliates, each in its sole and absolute discretion, it being the express understanding and agreement of the parties hereto that the terms of this Agreement shall not be construed by the Company, the Parent Guarantor or any other Person as a commitment by TIAA or any TIAA Affiliate; (b) subject to Section 2.3, Notes of a Series may be issued and sold pursuant to this Agreement until the third anniversary of the date of this Agreement or, if such anniversary is not a Business Day, the Business Day next preceding that anniversary (the period during which Notes may be issued and sold pursuant to this Agreement is the “Issuance Period”); (c) the aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 all Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), of all Series of Notes that may also be issued by hereunder is $100,000,000 (the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notes, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity.“Maximum Facility Amount”); (d) The payment the designation of the principal of, premium (if any) and interest on the 2010 each Series of Notes shall not distinguish the Notes of one Series from the Notes of all other Series, and Notes of a Series may be secured by issued in tranches within a security interest in any property.Series; (e) The 2010 the Notes of each Series and the Guaranty in respect of such Notes shall be redeemable rank pari passu in right of payment with each other Series of Notes and at the option least pari passu in right of payment with all other unsecured Senior Indebtedness of the IssuerCompany and the Guarantors, in whole as the case may be; (f) the Notes of each Series shall be dated the date of issue, bear interest at such rate or in partrates, at any time mature on such date or dates, be subject to such mandatory prepayments on the dates and from time to time, or not less than 30 days notice at a redemption price equal to 100% of with the principal amount of such 2010 Notes being redeemed plus the Applicable PremiumMake-Whole Amounts and other payment amounts, if any, thereon at as are agreed to between the time of redemptionCompany, together with accrued interestthe Parent Guarantor and the purchasers thereof and provided in the Supplement under which such Notes are issued, if any, thereon and shall have such additional or different conditions precedent to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes closing and such additional or different representations and warranties or other terms and provisions as shall be purchased by the Issuer at the option of the Holders thereof as provided specified in Article III hereof. (f) The 2010 Notes shall not be convertible.such Supplement; (g) The 2010 Notes will any additional covenants, Defaults, Events of Defaults, rights or similar provisions that are added by a Supplement for the benefit of the Series to be issued pursuant to such Supplement shall apply to all outstanding Notes, whether or not be subordinated to the payment Supplement so provides, provided, that any such additional covenants, Defaults or Events of Senior Debt.Default shall not reduce or diminish any existing covenants or Events of Default; and (h) The events specified in Events of Default with respect except to the 2010 Notes shall include extent provided in Subsection (f) above, all of the events specified in Article V provisions of this Fifteenth Supplemental Indenture. In addition Agreement shall apply to the covenants set forth in Article Three Notes of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indenture.each Series. Agree Limited Partnership Uncommitted Master Note Facility

Establishment of Series. Each Series of Notes will be issued pursuant to a supplement to this Agreement (a “Supplement”) in substantially the form of Exhibit A, and will be subject to the following terms and conditions: (a) There is hereby created Notes of a series of Securities to be known and designated as the "7.75% Senior Notes due 2010" to Series may be issued and sold only to AIG Affiliates pursuant to this Agreement, each in its sole and absolute discretion, it being the express understanding and agreement of the parties hereto that the terms of this Agreement shall not be construed by the Obligors or any other Person as a commitment by AIG or any AIG Affiliate; (b) subject to Section 2.3, Notes of a Series may be issued and sold pursuant to this Agreement until the fifth anniversary of the date of this Agreement or, if such anniversary is not a Business Day, the Business Day next preceding that anniversary (the period during which Notes may be issued and sold pursuant to this Agreement is the “Issuance Period”); (c) the aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 all Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), of all Series of Notes that may also be issued by hereunder is $150,000,000 (the Issuer pursuant to “Maximum Facility Amount”) and the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1, 2010; the aggregate principal amount of the 2010 all Shelf Notes shall that may be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. outstanding at any time is $700,000,000 (b) The 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notes, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity.“Maximum Aggregate Shelf Amount”); (d) The payment the designation of the principal of, premium (if any) and interest on the 2010 each Series of Notes shall not distinguish the Notes of one Series from the Notes of all other Series, and Notes of a Series may be secured by issued in tranches within a security interest in any property.Series; (e) The 2010 the Notes of each Series and the obligations under this Agreement in respect of such Notes shall be redeemable rank pari passu in right of payment with each other Series of Notes and at the option least pari passu in right of payment with all other unsecured Senior Indebtedness of the IssuerObligors, in whole as the case may be; (f) the Notes of each Series shall be dated the date of issue, bear interest at such rate or in partrates, at any time mature on such date or dates, be subject to such mandatory prepayments on the dates and from time to time, or not less than 30 days notice at a redemption price equal to 100% of with the principal amount of such 2010 Notes being redeemed plus the Applicable PremiumMake-Whole Amounts and other payment amounts, if any, thereon at as are agreed to between the time of redemptionObligors and the purchasers thereof and provided in the Supplement under which such Notes are issued, together with accrued interest, if any, thereon and shall have such additional or different conditions precedent to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes closing and such additional or different representations and warranties or other terms and provisions as shall be purchased by the Issuer at the option of the Holders thereof as provided specified in Article III hereof. (f) The 2010 Notes shall not be convertible.such Supplement; (g) The 2010 Notes will any additional covenants, Defaults, Events of Defaults, rights or similar provisions that are added by a Supplement for the benefit of the Series to be issued pursuant to such Supplement shall apply to all outstanding Notes, whether or not be subordinated to the payment Supplement so Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility provides, provided, that any such additional covenants, Defaults or Events of Senior Debt.Default shall not reduce or diminish any existing covenants or Events of Default; and (h) The events specified in Events of Default with respect except to the 2010 Notes shall include extent provided in Subsection (f) above, all of the events specified in Article V provisions of this Fifteenth Supplemental Indenture. In addition Agreement shall apply to the covenants set forth in Article Three Notes of the Original Indenture, the Holders of the 2010 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indentureeach Series.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.758.50% Senior Notes due 2010Due 2011" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent as contemplated in Section 2.3(f)(2) of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 NotesIndenture) to $350,000,000. The Stated Maturity of the 2010 2011 Notes is August 1April 15, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture2011. (b) The 2010 2011 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.758.50% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2011 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2011 Note payable on any Interest Payment Date (other than at Maturity) which shall be the 15th 1st day preceding of the relevant calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2011 Notes shall not be secured by a security interest in any property. (e) The 2010 2011 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days days' notice at a redemption price equal to 100% of the principal amount of such 2010 2011 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 2011 Notes plus accrued interest to the redemption date. The 2010 2011 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 3.01 and 4.06 hereof. (f) The 2010 2011 Notes shall not be convertible. (g) The 2010 2011 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2011 Notes held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2011 Notes shall include the events specified in Article V Five of this Fifteenth Eleventh Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 2011 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Four hereto.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75“2.875% Convertible Senior Notes due 2010" 2024” to be issued in an initial aggregate principal amount of $300,000,000287,500,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 2024 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 2024 Notes, and, if no interest has been paid, from September 29December 13, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 2024 Notes. Such additional Securities shall be part of the same series as the 2010 2024 Notes. The Stated Maturity of the 2010 2024 Notes is August December 1, 20102024; the principal amount of the 2010 2024 Notes shall be payable on such date unless the 2010 2024 Notes are earlier redeemed redeemed, purchased or purchased converted in accordance with the terms of the Indenture. (b) The 2010 2024 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.752.875% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2024 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2024 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding prior to the relevant date on which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2024 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 2024 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III III, Article IV and Article V hereof. (f) The 2010 2024 Notes shall not be convertibleconvertible in accordance with the terms of this Seventeenth Supplemental Indenture. (g) The 2010 2024 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2024 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2024 Notes shall include the events specified in Article V VIII of this Fifteenth Seventeenth Supplemental Indenture. In addition to the covenants set forth in Article Three III of the Original Indenture, the Holders of the 2010 2024 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Seventeenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75“6.50% Senior Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2010" 2055” to be issued in aggregate principal amount of $300,000,0001,000,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 New Notes (except a different issue date, a different issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 New Notes, and, if no interest has been paid, from September 29, 2004the Original Issue Date), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 New Notes; provided, that such additional Securities must be part of the same issue as the New Notes for U.S. federal income tax purposes or, if they are not part of the same issue for such purposes, such additional Securities must be issued with a separate CUSIP number. Such additional Securities shall be part of the same series as the 2010 New Notes. The Stated Maturity of the 2010 New Notes is August June 1, 20102055; the principal amount of the 2010 New Notes shall be payable on such date unless the 2010 New Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 New Notes, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment, will bear interest (i) from the Original Issue Date to, but not including, the First Reset Date at the rate of 6.50% per annum and (ii) from and including the First Reset Date, during each Reset Period, at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 1.961%, to be reset on each Reset Date. Interest will be payable semiannually semi-annually on each Interest Payment Date and at Maturity, as provided and subject to the terms contained in the form of the 2010 New Note in Section 2.03 and Section 2.04 hereof (including the right of the Issuer to defer interest payable on the New Notes as set forth in Section 2.03 hereof). (c) The Record Date referred to in Section 2.3(f)(4) of the Original Indenture for the payment of the interest on any 2010 New Note payable on any Interest Payment Date (other than at on the Stated Maturity) shall be the 15th day date 15 calendar days immediately preceding the relevant applicable Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at on the Stated Maturity shall be paid to the date of MaturityPerson to whom the principal amount is paid. (d) The payment of the principal ofof (including premium, premium (if any) and interest on the 2010 New Notes shall not be secured by a security interest in any property. (e) The 2010 New Notes shall be redeemable at the option of the Issuer, Issuer as follows: (i) in whole or in part, at any time and or in part from time to timetime (1) on any date in the period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the First Reset Date and (2) after the First Reset Date, or not less than 30 days notice on any Interest Payment Date, at a redemption price equal to 100% of the principal amount of such 2010 the New Notes being redeemed redeemed, plus any accrued and unpaid interest to, but excluding, the Applicable Premium, if any, thereon at the time date of redemption; (ii) in whole but not in part, together with accrued interestat any time within 90 days following the occurrence and continuation of a Tax Event, if any, thereon to the redemption date. In no event will the at a redemption price ever be less than equal to 100% of the principal amount of the 2010 Notes New Notes, plus accrued interest to and unpaid interest, if any, thereon to, but not including, the redemption date. The 2010 Notes shall be purchased date of redemption; and (iii) in whole but not in part, at any time within 90 days following the conclusion of any review or appeal process instituted by the Issuer at any time following the option occurrence and continuation of a Rating Agency Event, at a redemption price equal to 102% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption. The Issuer’s right to redeem the New Notes under clause (ii) above shall be subject to the condition that if at the time there is available to the Issuer the opportunity to eliminate a Tax Event, within 90 days following the occurrence and continuation of such Tax Event, by taking some ministerial action (“Ministerial Action”), such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Issuer or the Holders of the New Notes and will involve no material cost, the Issuer shall pursue such measures in lieu of redemption; provided further, that the Issuer shall have no right to redeem the New Notes while the Issuer is pursuing any such Ministerial Action. The Trustee may rely on an Officers’ Certificate stating that a Tax Event or Rating Agency Event, as the case may be, has occurred and shall have no responsibility to monitor or determine whether or not such an event has occurred. The Issuer's actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. In connection with any redemption of any New Notes, the Issuer shall give the Trustee notice of the redemption price promptly after the calculation thereof as provided in Article III hereofand the Trustee shall not be responsible for such calculation. (f) The 2010 New Notes shall not be convertible. (g) The 2010 New Notes will not shall be subordinated to the payment of Senior DebtIndebtedness as provided in Article III of this Eleventh Supplemental Indenture, and the provisions of Article Twelve of the Original Indenture shall apply to the New Notes. (h) The Issuer will not pay any additional amounts on the New Notes held by a Person who is not a U.S. person (as defined in Regulation S under the Securities Act) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in as Events of Default with respect to the 2010 New Notes shall only include the events specified in Article V IV hereof, which shall supersede the “Events of this Fifteenth Supplemental Default” set forth in Section 5.1 of the Original Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 New Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle IV hereof. (j) The New Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. (k) The provisions of Article V and Article VI hereof shall apply to the New Notes as specified therein. (l) The Place of Payment for the New Notes shall be determined in accordance with Section 3.2 of the Original Indenture and shall initially be the Corporate Trust Office of the Trustee. (m) The New Notes shall have such additional terms and provisions as set forth in Sections 2.03 and 2.04 hereof.

Establishment of Series. (a) There is hereby created established a new series of Securities to be known and issued under the Indenture, to be designated as the "7.75Company's 2.00% Senior Subordinated Convertible Notes due 2010" to be issued in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August November 1, 2010; 2024 (the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture"Notes"). (b) Subject to the provisions of the Open-End Indenture, up to $345,000,000 aggregate Original Principal Amount of Notes may be authenticated and delivered under this Indenture. The 2010 Notes will bear interest from the Original Issue Date, or from the most recent date that are to which interest has been paid or duly provided for be authenticated and delivered on the Original 2010 date hereof (the "Initial Notes, at the rate of 7.75% per annum stated therein until the principal thereof is paid or made available for payment. Interest ") will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the an aggregate Original Principal Amount of $300,000,000. The Notes shall be issued in definitive fully registered form without coupons in denominations of the 2010 Note in Section 2.03 hereof$1,000 Original Principal Amount or any integral multiple thereof. (c) The Record Date referred With respect to any additional Notes the Company elects to issue under this Indenture (the "Additional Notes"), the Company shall set forth in Section 2.3(f)(4) an Officers' Certificate the Original Principal Amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture and the issue price and the issue date of such Additional Notes, including the date from which Interest shall accrue. For purposes of the Indenture for the payment of the interest on any 2010 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal ofIndenture, premium (if any) and interest on the 2010 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 Notes shall not be convertible. (g) The 2010 Notes will not be subordinated deemed to be Additional Notes unless the maturity date, interest payment dates, record date, rate of Senior Debt. (h) interest and subordination provisions are identical to those in the Initial Notes. The events specified in Events of Default with respect to Initial Notes and the 2010 Additional Notes shall include the events specified in Article V be considered collectively as a single class for all purposes of this Fifteenth Supplemental Indenture. In addition to the covenants set forth in Article Three Holders of the Original IndentureInitial Notes and the Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the 2010 Initial Notes or the Additional Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental Indentureright to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75“6.875% Senior Notes due 2010" 2015” to be issued in aggregate principal amount of $300,000,000125,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 2015 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 2015 Notes, and, if no interest has been paid, from September 29December 13, 20042005), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 2015 Notes. Such additional Securities shall be part of the same series as the 2010 2015 Notes. The Stated Maturity of the 2010 2015 Notes is August 1December 15, 20102015; the principal amount of the 2010 2015 Notes shall be payable on such date unless the 2010 2015 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture. (b) The 2010 2015 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.756.875% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2015 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2015 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th day preceding prior to the relevant Interest Payment Date (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2015 Notes shall not be secured by a security interest in any property. (e) The 2010 2015 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 30, nor more than 60 days notice at a redemption price equal to 100% of the principal amount of such 2010 2015 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 2015 Notes plus accrued interest interest, if any, thereon to the redemption date. The 2010 2015 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III hereof. (f) The 2010 2015 Notes shall not be convertible. (g) The 2010 2015 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2015 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2015 Notes shall include the events specified in Article V of this Fifteenth Nineteenth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 2015 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Nineteenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75% Senior Notes due 2010Extendible Tenor Rate-Adjusted Securities" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 Notes. The Stated Maturity of the 2010 Notes is August 1, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased contemplated in accordance with the terms Section 2.3(f)(2) of the Indenture) to [$150,000,000]. If the Yield on the Exercise Date is equal to or greater than the Reference Treasury Note Yield,the X-TRAS will mature on _____________ __, 200_ (the "Initial Stated Maturity"). If the Yield on the Exercise Date is less than the Reference Treasury Note Yield, the maturity of the X-TRAS will be extended until ______________ __, 201_ (the "Extended Stated Maturity"). (b) The 2010 Notes If the maturity of the X-TRAS is not extended, the X-TRAS will bear interest from the Original Issue DateDate to the Initial Stated Maturity, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.75____% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at If the maturity of the X-TRAS is extended until the Extended Stated Maturity, as provided in the form X-TRAS will bear interest from the date of closing of the 2010 Note in Section 2.03 hereof.remarketed X-TRAS or from the most recent date to which interest has been paid or duly provided for, at such rate per annum as may be established pursuant to Article X, until the principal thereof is paid or made available (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 Note X-TRAS payable on any Interest Payment Date (other than at Maturity) shall be the 15th first day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 Notes X-TRAS shall not be secured by a security interest in any property. (e) The 2010 Notes X-TRAS shall be redeemable at the option of the Issuer, Issuer as provided in whole or in part, at any time Section 7.01(b) and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date(c) hereof. The 2010 Notes holders of X-TRAS shall not be entitled to any sinking fund payments. The X-TRAS shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 3.01, 4.05 and 7.02 hereof. (f) The 2010 Notes X-TRAS shall not be convertible. (g) The 2010 Notes X-TRAS will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the X-TRAS held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 Notes X-TRAS shall include the events specified in Article V Five of this Fifteenth Sixth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 Notes X-TRAS shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Four hereto. (j) In the event the maturity of the X-TRAs is extended until the Extended Maturity Date, then, unless the Issuer exercises the FD Redemption Option (which option the Issuer shall be entitled to exercise at any time subsequent to the delivery of the Extension Notice and prior to the earlier of the pricing of the remarketing and the Remarketing Deadline), the interest rate borne by the X-TRAS will be reset in order that the X-TRAS may be remarketed so as to yield proceeds at least sufficient to make available to the Pass Through Trustee on the Final Distribution Date an amount in cash equal to 100% of the principal amount thereof plus the ISDA Amount. The remarketing of the X-TRAS will be conducted in accordance with the provisions of Article X hereof.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.753.375% Convertible Senior Notes due 20102023" to be issued in an initial aggregate principal amount of $300,000,000150,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 2023 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 2023 Notes, and, if no interest has been paid, from September 29December __, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2010 2023 Notes. Such additional Securities shall be part of the same series as the 2010 2023 Notes. The Stated Maturity of the 2010 2023 Notes is August 1July 15, 20102023; the principal amount of the 2010 2023 Notes shall be payable on such date unless the 2010 2023 Notes are earlier redeemed redeemed, purchased or purchased converted in accordance with the terms of the Indenture. (b) The 2010 2023 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 2023 Notes, at the rate of 7.753.375% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2023 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2023 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th 1st day preceding of the relevant calendar month in which such Interest Payment Date occurs (whether or not a Business Day) except that the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2023 Notes shall not be secured by a security interest in any property. (e) The 2010 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 Notes plus accrued interest to the redemption date. The 2010 2023 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III III, Article IV and Article V hereof. (f) The 2010 2023 Notes shall not be convertibleconvertible in accordance with the terms of this Sixteenth Supplemental Indenture. (g) The 2010 2023 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2023 Notes held by a Person who is not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2023 Notes shall include the events specified in Article V VIII of this Fifteenth Sixteenth Supplemental Indenture. In addition to the covenants set forth in Article Three III of the Original Indenture, the Holders of the 2010 2023 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Sixteenth Supplemental Indenture.

Establishment of Series. (a) There is hereby created a series of Securities to be known and designated as the "7.75_____% Senior Unsecured Notes due 2010Due 2004" to be issued and limited in aggregate principal amount of $300,000,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2010 Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2010 Notes, and, if no interest has been paid, from September 29, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent as contemplated in Section 2.3(f)(2) of the existing Holders of the 2010 Notes. Such additional Securities shall be part of the same series as the 2010 NotesIndenture) to $180,000,000. The Stated Maturity of the 2010 2004 Notes is August 1___________, 2010; the principal amount of the 2010 Notes shall be payable on such date unless the 2010 Notes are earlier redeemed or purchased in accordance with the terms of the Indenture2004. (b) The 2010 2004 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for on the Original 2010 Notesfor, at the rate of 7.75_____% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the 2010 2004 Note in Section 2.03 hereof. (c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the interest on any 2010 2004 Note payable on any Interest Payment Date (other than at Maturity) shall be the 15th 1st day preceding the relevant Interest Payment Date (whether or not a Business Day) except that of the calendar month in which such Interest Payment Date occurs and, in the case of interest payable at Maturity, the Record Date for interest payable at Maturity shall be the date of Maturity. (d) The payment of the principal of, premium (if any) and interest on the 2010 2004 Notes shall not be secured by a security interest in any property. (e) The 2010 2004 Notes shall be redeemable at the option of the Issuer, in whole or in part, at any time and from time to time, or not less than 30 days notice at a redemption price equal to 100% of the principal amount of such 2010 2004 Notes being redeemed plus the Applicable Premium, if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price ever be less than 100% of the principal amount of the 2010 2004 Notes plus accrued interest interest, if any, to the redemption date. The 2010 2004 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article III Sections 3.01 and 4.06 hereof. (f) The 2010 2004 Notes shall not be convertible. (g) The 2010 2004 Notes will not be subordinated to the payment of Senior Debt. (h) The Issuer will not pay any additional amounts on the 2004 Notes held by a Person who is not a U.S. Person in respect of any tax, assessment or government charge withheld or deducted. (i) The events specified in Events of Default with respect to the 2010 2004 Notes shall include the events specified in Article V Five of this Fifteenth Fourth Supplemental Indenture. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2010 2004 Notes shall have the benefit of the covenants of the Issuer set forth in this Fifteenth Supplemental IndentureArticle Four hereto.