Common use of General Terms and Conditions of the Notes Clause in Contracts

General Terms and Conditions of the Notes. Section 1.01. There shall be and are hereby authorized a series of Securities designated the "5.875% Senior Notes due 2013". Section 1.02. The Notes shall be initially limited in aggregate principal amount to $700,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental Indenture. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May 15, 2013. Section 1.03. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the Notes to the Trustee. (a) Each Note will bear interest at a rate of 5.875% per annum from May 19, 2003 until the principal thereof becomes due and payable, payable semi-annually in arrears on May 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE", commencing on November 15, 2003), to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May 1 or November 1, as the case may be, preceding the Interest Payment Date with respect to such interest installment. (b) Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder of a Note on such Regular Record Date and may be paid to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). Section 1.05. The Notes are not entitled to any sinking fund.

General Terms and Conditions of the Notes. Section 1.01SECTION 2.01. There shall be and are hereby authorized a series Establishment of Securities designated the "5.8755.500% Senior Notes due 2013".2035. A new series of Securities with the following terms is hereby established pursuant to Section 301 of the Base Indenture: Section 1.02. (1) The title of the series of Securities constituted by the Notes shall be initially limited in the “5.500% Senior Notes due 2035”. (2) The initial aggregate principal amount of the Notes is $500,000,000. There is no limit upon the aggregate principal amount of Notes that may be authenticated and delivered under the Indenture. The Issuer may from time to $700,000,000. Without time without notice to or the consent of the Holders of the Notes create and issue additional Notes (“Additional Notes”) ranking equally and ratably with the Notes issued on the Issue Date in all respects other than the issue price, the aggregate principal amount date of the issuance, the payment of interest accruing prior to the issue date of such Additional Notes may be increased and in some cases the future, on first payment of interest following the same terms and conditions and with the same CUSIP number as the Notes have, so that issue date of such additional notes and the outstanding Additional Notes. Any such Additional Notes shall be consolidated and form a single series of Securities with the Notes issued on the Issue Date for all purposes under the Indenture as supplemented by this Supplemental Indenture. including for purposes of waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes, such nonfungible Additional Notes shall have a separate CUSIP number from the Notes issued on the Issue Date. (3) The Notes shall mature will be (i) unsecured senior obligations of the Issuer, (ii) senior in right of payment to all existing and any future subordinated indebtedness of the Issuer and (iii) guaranteed by Parent and each Subsidiary Guarantor on an unsecured senior basis. (4) Not applicable. (5) The entire outstanding principal thereof of the Notes shall be due and payablepayable on June 15, together with all 2035 plus any accrued and unpaid interest thereon on May 15, 2013to such date. Section 1.03. The Notes shall be initially issued as Global Securities. Principal and interest (6) Interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the Notes to the Trustee. (a) Each Note will bear interest accrue at a rate of 5.8755.500% per annum from May 19annum, 2003 until the principal thereof becomes due and payable, payable semi-annually in arrears on May 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE", commencing on November 15, 2003), to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May 1 or November 1, as the case may be, preceding the Interest Payment Date with respect to such interest installment. (b) Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder of a Note on such Regular Record Date and may be paid to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In Interest payments for the event that any Notes will include accrued interest from and including the Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, the Interest Payment Date or the date of maturity, as the case may be. The Interest Payment Dates for the Notes on which interest is will be payable shall be June 15 and December 15 of each year, beginning December 15, 2025. The Regular Record Dates for the interest payable on the Notes is on any Interest Payment Date shall be the June 1 and December 1 preceding the applicable Interest Payment Date, whether or not a Business Day. (7) Payment of principal and premium, then payment of if any, of, and interest payable on such date will on, the Notes shall be made on at, and in the next succeeding day which is a Business Day (manner prescribed by, Sections 1001 and without any interest or other payment in respect 1002 of any such delay)the Base Indenture. Section 1.05(8) The Notes may be redeemed in accordance with paragraph 5 of the Notes. (9) The Notes do not have the benefit of a sinking fund. The Issuer is obligated to purchase the Notes at the option of the Holders thereof pursuant to Section 4.01 of this Supplemental Indenture. (10) Not applicable. (11) Not applicable. (12) Not applicable. (13) Not applicable. (14) Not applicable. (15) Not applicable. (16) Not applicable. (17) The Notes shall be issued as Global Securities and The Depository Trust Company, New York, New York shall be the initial Depositary. (18) Additions, deletions and changes in the Events of Default applicable to the Notes are set forth in Article V of this Supplemental Indenture. (19) The covenants set forth in Article IV of this Supplemental Indenture shall apply to the Notes. The covenants set forth in Article VIII of the Base Indenture shall not entitled apply to the Notes. (20) Not applicable. (21) The Notes shall be guaranteed by Parent and the Subsidiary Guarantors, if any, pursuant to Section 4.05 and Article VI of this Supplemental Indenture. (22) Not applicable. (23) Not applicable. (24) The provisions of this Supplemental Indenture shall supersede any sinking fundconflicting terms of the Base Indenture with respect to the Notes as set forth in Section 1.01.

General Terms and Conditions of the Notes. Section 1.01201. There shall be Authorization. (a) Pursuant to Section 301 of the Base Indenture and are Section 201 of the Third Supplemental Indenture, there is hereby authorized a series the issuance of Securities designated the "5.875% Senior Notes due 2013". Section 1.02. The Notes shall be initially limited U.S. $300,000,000 in aggregate principal amount to $700,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the 3.500% Senior Notes may due 2050 (which amount does not include New Notes authenticated and delivered upon registration of transfer of, in exchange for, or in lieu of, other Securities of such series pursuant to Sections 304, 305, 306, 906 or 1105 of the Base Indenture), which amount shall be increased specified in the future, on Company Order for the same terms authentication and conditions and with delivery of New Notes pursuant to Section 303 of the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental Base Indenture. The principal of the New Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May 15, 2013. Section 1.03. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions payable at the office or agency of Stated Maturity for the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the Notes to the Trustee. (a) Each Note will bear interest at a rate of 5.875% per annum from May 19, 2003 until the principal thereof becomes due and payable, payable semi-annually in arrears on May 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE", commencing on November 15, 2003), to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May 1 or November 1, as the case may be, preceding the Interest Payment Date with respect to such interest installmentOutstanding Notes. (b) Any installment The New Notes and any additional Notes of interest not punctually paid or duly provided for shall forthwith cease to be payable the same series issued pursuant to the registered holder of Base Indenture and the Third Supplemental Indenture will be consolidated with and form a Note single series with the Outstanding Notes for all purposes under the Indenture and will vote together as one class on such Regular Record Date and may be paid all matters with respect to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndentureNotes. (c) The New Notes will be in the form set forth in the Third Supplemental Indenture and will have identical terms (other than issue price and issue date) and bear the same CUSIP and ISIN as the Outstanding Notes, as more fully set forth in the Third Supplemental Indenture. (d) The provisions of Section 301 of the Base Indenture, and solely with respect to the Notes, shall apply to the Notes, except the last paragraph shall be amended and replaced in its entirety as follows: “All Notes of any one series shall be identical (except for the issue date, issue price and the date from which interest shall accrue and, if applicable, first date of payment), which additional Notes will increase the aggregate principal amount of, and will be consolidated and form a single series with, the then Outstanding Notes. The additional Notes will be treated as a single class for all purposes under the Indenture and will vote together as one class on all matters with respect to the Notes; provided that any additional Notes shall be issued under a separate CUSIP number, ISIN and Common Code unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or the original Notes were, and the additional Notes are, issued with no more than a de minimis amount of interest payable original discount, in each case for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay)U.S. federal income tax purposes. Section 1.05. The Notes are not entitled to any sinking fund.”

General Terms and Conditions of the Notes. Section 1.01. (a) There shall be and are is hereby authorized a series of Securities designated the "5.8755.50% Senior Notes due 20132016". Section 1.02. The Notes shall be , initially limited in aggregate principal amount to $700,000,000250,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes, Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental IndentureNotes. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May December 15, 20132016. Section 1.03SECTION 1.02. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes Notes, bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the applicable Notes to the Trustee. (a) SECTION 1.03. Each Note will bear interest at a the rate of 5.8755.50% per annum from May 19December 16, 2003 2004 until the principal thereof becomes due and payable, payable (subject to the provisions of Article II) semi-annually in arrears on May June 15 and November December 15 of each year (each, an "INTEREST PAYMENT DATEInterest Payment Date", commencing on November June 15, 20032005), to the person in whose name such Note (or one or more Predecessor Securities) is are registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May June 1 or November 1, as the case may be, December 1 next preceding the Interest Payment Date with respect to such interest installment. (b) . Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder of a Note Notes on such Regular Record Date and may be paid to the person in whose name such Note Notes (or one or more Predecessor Securities) is are registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes Notes, as applicable, not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) . The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). Section 1.05SECTION 1.04. The Notes are not entitled to any sinking fund. SECTION 1.05. Section 101 of the Indenture is hereby amended, solely with respect to the Notes, by amending and restating the definition of "Principal Property" as follows: "Principal Property" means any radio broadcasting, television broadcasting, outdoor advertising or live entertainment property located in the United States owned or leased by the Company or any Subsidiary, unless, in the opinion of the Board of Directors of the Company, such properties are not in the aggregate of material importance to the total business conducted by the Company and its Subsidiaries as an entirety.

General Terms and Conditions of the Notes. Section 1.01. (a) There shall be and are is hereby authorized a series of Securities designated the "5.8756.25% Senior Notes due 20132011". Section 1.02. The Notes shall be , initially limited in aggregate principal amount to $700,000,000500,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes, Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental IndentureNotes. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May March 15, 20132011. Section 1.03SECTION 1.02. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes Notes, bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the applicable Notes to the Trustee. (a) SECTION 1.03. Each Note will bear interest at a the rate of 5.8756.25% per annum from May 19March 21, 2003 2006 until the principal thereof becomes due and payable, payable (subject to the provisions of Article II) semi-annually in arrears on May September 15 and November March 15 of each year (each, an "INTEREST PAYMENT DATEInterest Payment Date", commencing on November September 15, 20032006), to the person in whose name such Note (or one or more Predecessor Securities) is are registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May September 1 or November 1, as the case may be, March 1 next preceding the Interest Payment Date with respect to such interest installment. (b) . Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder of a Note Notes on such Regular Record Date and may be paid to the person in whose name such Note Notes (or one or more Predecessor Securities) is are registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes Notes, as applicable, not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) . The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). Section 1.05SECTION 1.04. The Notes are not entitled to any sinking fund. SECTION 1.05. Section 101 of the Indenture is hereby amended, solely with respect to the Notes, by amending and restating the definition of "Principal Property" as follows: "Principal Property" means any radio broadcasting, television broadcasting or outdoor advertising property located in the United States owned or leased by the Company or any Subsidiary, unless, in the opinion of the Board of Directors of the Company, such properties are not in the aggregate of material importance to the total business conducted by the Company and its Subsidiaries as an entirety.

General Terms and Conditions of the Notes. Section 1.01201. There shall be Authorization. (a) Pursuant to Section 301 of the Base Indenture and are Section 201 of the Third Supplemental Indenture, there is hereby authorized a series the issuance of Securities designated the "5.875% Senior Notes due 2013". Section 1.02. The Notes shall be initially limited U.S. $700,000,000 in aggregate principal amount to $700,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the 3.500% Senior Notes may due 2050 (which amount does not include New Notes authenticated and delivered upon registration of transfer of, in exchange for, or in lieu of, other Securities of such series pursuant to Sections 304, 305, 306, 906 or 1105 of the Base Indenture), which amount shall be increased specified in the future, on Company Order for the same terms authentication and conditions and with delivery of New Notes pursuant to Section 303 of the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental Base Indenture. The principal of the New Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May 15, 2013. Section 1.03. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions payable at the office or agency of Stated Maturity for the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the Notes to the Trustee. (a) Each Note will bear interest at a rate of 5.875% per annum from May 19, 2003 until the principal thereof becomes due and payable, payable semi-annually in arrears on May 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE", commencing on November 15, 2003), to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May 1 or November 1, as the case may be, preceding the Interest Payment Date with respect to such interest installmentOutstanding Notes. (b) Any installment The New Notes and any additional Notes of interest not punctually paid or duly provided for shall forthwith cease to be payable the same series issued pursuant to the registered holder of Base Indenture and the Third Supplemental Indenture will be consolidated with and form a Note single series with the Outstanding Notes for all purposes under the Indenture and will vote together as one class on such Regular Record Date and may be paid all matters with respect to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndentureNotes. (c) The New Notes will be in the form set forth in the Third Supplemental Indenture and will have identical terms (other than issue price and issue date) and bear the same CUSIP and ISIN as the Outstanding Notes, as more fully set forth in the Third Supplemental Indenture. (d) The provisions of Section 301 of the Base Indenture, and solely with respect to the Notes, shall apply to the Notes, except the last paragraph shall be amended and replaced in its entirety as follows: “All Notes of any one series shall be identical (except for the issue date, issue price and the date from which interest shall accrue and, if applicable, first date of payment), which additional Notes will increase the aggregate principal amount of, and will be consolidated and form a single series with, the then Outstanding Notes. The additional Notes will be treated as a single class for all purposes under the Indenture and will vote together as one class on all matters with respect to the Notes; provided that any additional Notes shall be issued under a separate CUSIP number, ISIN and Common Code unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or the original Notes were, and the additional Notes are, issued with no more than a de minimis amount of interest payable original discount, in each case for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay)U.S. federal income tax purposes. Section 1.05. The Notes are not entitled to any sinking fund.”

General Terms and Conditions of the Notes. Section 1.01. (a) There shall be and are is hereby authorized a series of Securities designated the "5.8753.125% Senior Notes due 2013February 1, 2007". Section 1.02. The Notes shall be , initially limited in aggregate principal amount to $700,000,000250,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes, Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental IndentureNotes. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May 15February 1, 20132007. Section 1.03SECTION 1.02. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes Notes, bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the applicable Notes to the Trustee. (a) SECTION 1.03. Each Note will bear interest at a the rate of 5.8753.125% per annum from May 19November 14, 2003 until the principal thereof becomes due and payable, payable (subject to the provisions of Article II) semi-annually in arrears on May 15 February 1 and November 15 August 1 of each year (each, an "INTEREST PAYMENT DATEInterest Payment Date", commencing on November 15August 1, 20032004), to the person in whose name such Note (or one or more Predecessor Securities) is are registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May 1 or November 1, as the case may be, January 15 or July 15 next preceding the Interest Payment Date with respect to such interest installment. (b) . Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder of a Note Notes on such Regular Record Date and may be paid to the person in whose name such Note Notes (or one or more Predecessor Securities) is are registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes Notes, as applicable, not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) . The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). Section 1.05SECTION 1.04. The Notes are not entitled to any sinking fund. SECTION 1.05. Section 101 of the Indenture is hereby amended, solely with respect to the Notes, by amending and restating the definition of "Principal Property" as follows: "Principal Property" means any radio broadcasting, television broadcasting, outdoor advertising or live entertainment property located in the United States owned or leased by the Company or any Subsidiary, unless, in the opinion of the Board of Directors of the Company, such properties are not in the aggregate of material importance to the total business conducted by the Company and its Subsidiaries as an entirety.

General Terms and Conditions of the Notes. Section 1.01. (a) There shall be and are is hereby authorized a series of Securities designated the "5.8754.50% Senior Notes due 20132010". Section 1.02. The Notes shall be , initially limited in aggregate principal amount to $700,000,000250,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes, Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental IndentureNotes. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May January 15, 20132010. Section 1.03SECTION 1.02. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes Notes, bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the applicable Notes to the Trustee. (a) SECTION 1.03. Each Note will bear interest at a the rate of 5.8754.50% per annum from May 19November 22, 2003 2004 until the principal thereof becomes due and payable, payable (subject to the provisions of Article II) semi-annually in arrears on May January 15 and November July 15 of each year (each, an "INTEREST PAYMENT DATEInterest Payment Date", commencing on November July 15, 20032005), to the person in whose name such Note (or one or more Predecessor Securities) is are registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May January 1 or November 1, as the case may be, July 1 next preceding the Interest Payment Date with respect to such interest installment. (b) . Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder of a Note Notes on such Regular Record Date and may be paid to the person in whose name such Note Notes (or one or more Predecessor Securities) is are registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes Notes, as applicable, not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) . The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). Section 1.05SECTION 1.04. The Notes are not entitled to any sinking fund. SECTION 1.05. Section 101 of the Indenture is hereby amended, solely with respect to the Notes, by amending and restating the definition of "Principal Property" as follows: "Principal Property" means any radio broadcasting, television broadcasting, outdoor advertising or live entertainment property located in the United States owned or leased by the Company or any Subsidiary, unless, in the opinion of the Board of Directors of the Company, such properties are not in the aggregate of material importance to the total business conducted by the Company and its Subsidiaries as an entirety.

General Terms and Conditions of the Notes. Section 1.01201. Designation, Principal Amount and Interest Rate. There shall be and are is hereby authorized and established a series of Securities designated the "5.875“5.625% Senior Notes due 2013". 2017” (the “Notes”), initially in an aggregate principal amount of U.S.$600,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, in exchange for, or in lieu of, other Securities of such series pursuant to Sections 304, 305, 306, 906 or 1205 of the Base Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes pursuant to Section 1.02303 of the Base Indenture. The principal of the Notes shall be due and payable at their Stated Maturity. The Company may, from time to time and without the consent of the Holders, issue additional notes, with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, on terms and conditions identical to those of the Notes (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid), which additional notes, together with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The Stated Maturity of the Notes shall be November 15, 2017. The Notes shall be initially limited in aggregate principal amount to $700,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental Indenture. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May 15, 2013. Section 1.03. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the Notes to the Trustee. (a) Each Note will bear interest at a the rate of 5.8755.625% per annum annum, from May 19October 30, 2003 until 2007 or from the principal thereof becomes due and payable, payable semi-annually in arrears on May 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE", commencing on November 15, 2003), most recent Interest Payment Date to the person in whose name such Note (which interest has been paid or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May 1 or November 1duly provided for, as the case may be, preceding payable semi-annually on May 15 and November 15, commencing on May 15, 2008, until the Interest Payment Date with respect to such interest installment. (b) Any installment of interest not punctually principal thereof is paid or duly provided made available for shall forthwith cease to be payable to the registered holder of a Note on such Regular Record Date and may be paid to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interestpayment; provided, notice whereof to be given to the registered holders of the Notes not less than 10 days prior to such Special Record Datehowever, or may be paid at that any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) The amount of interest payable for on any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day Note which is a Business Day overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and without any such overdue interest or other payment shall be paid as provided in respect Section 306 of any such delay)the Base Indenture. Section 1.05. The Notes are not entitled to any sinking fund.

General Terms and Conditions of the Notes. Section 1.01. (a) There shall be and are is hereby authorized a series of Securities designated the "5.8755.5% Senior Notes due 20132014". Section 1.02. The Notes shall be , initially limited in aggregate principal amount to $700,000,000750,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes, Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental IndentureNotes. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May September 15, 20132014. Section 1.03SECTION 1.02. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes Notes, bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the applicable Notes to the Trustee. (a) SECTION 1.03. Each Note will bear interest at a the rate of 5.8755.5% per annum from May 19September 20, 2003 2004 until the principal thereof becomes due and payable, payable (subject to the provisions of Article II) semi-annually in arrears on May March 15 and November September 15 of each year (each, an "INTEREST PAYMENT DATEInterest Payment Date", commencing on November March 15, 20032005), to the person in whose name such Note (or one or more Predecessor Securities) is are registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May be, March 1 or November 1, as the case may be, September 1 next preceding the Interest Payment Date with respect to such interest installment. (b) . Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder of a Note Notes on such Regular Record Date and may be paid to the person in whose name such Note Notes (or one or more Predecessor Securities) is are registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes Notes, as applicable, not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) . The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). Section 1.05SECTION 1.04. The Notes are not entitled to any sinking fund. SECTION 1.05. Section 101 of the Indenture is hereby amended, solely with respect to the Notes, by amending and restating the definition of "Principal Property" as follows: "Principal Property" means any radio broadcasting, television broadcasting, outdoor advertising or live entertainment property located in the United States owned or leased by the Company or any Subsidiary, unless, in the opinion of the Board of Directors of the Company, such properties are not in the aggregate of material importance to the total business conducted by the Company and its Subsidiaries as an entirety.

General Terms and Conditions of the Notes. Section 1.01. (a) There shall be and are is hereby authorized a series of Securities designated the "5.8755.0% Senior Notes due 2013March 15, 2012". Section 1.02. The Notes shall be , initially limited in aggregate principal amount to $700,000,000300,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes, Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental IndentureNotes. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May March 15, 20132012. Section 1.03SECTION 1.02. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes Notes, bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the applicable Notes to the Trustee. (a) SECTION 1.03. Each Note will bear interest at a the rate of 5.8755.0% per annum from May 19December 9, 2003 until the principal thereof becomes due and payable, payable (subject to the provisions of Article II) semi-annually in arrears on May March 15 and November September 15 of each year (each, an "INTEREST PAYMENT DATEInterest Payment Date", commencing on November March 15, 20032004), to the person in whose name such Note (or one or more Predecessor Securities) is are registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May be, March 1 or November 1, as the case may be, September 1 next preceding the Interest Payment Date with respect to such interest installment. (b) . Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder of a Note Notes on such Regular Record Date and may be paid to the person in whose name such Note Notes (or one or more Predecessor Securities) is are registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes Notes, as applicable, not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) . The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). Section 1.05SECTION 1.04. The Notes are not entitled to any sinking fund. SECTION 1.05. Section 101 of the Indenture is hereby amended, solely with respect to the Notes, by amending and restating the definition of "Principal Property" as follows: "Principal Property" means any radio broadcasting, television broadcasting, outdoor advertising or live entertainment property located in the United States owned or leased by the Company or any Subsidiary, unless, in the opinion of the Board of Directors of the Company, such properties are not in the aggregate of material importance to the total business conducted by the Company and its Subsidiaries as an entirety.

General Terms and Conditions of the Notes. Section 1.01201. Designation, Principal Amount and Interest Rate. There shall be and are is hereby authorized and established a series of Securities designated the "5.875“6.125% Senior Notes due 2013". 2037” (the “Notes”), initially in an aggregate principal amount of U.S.$400,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, in exchange for, or in lieu of, other Securities of such series pursuant to Sections 304, 305, 306, 906 or 1205 of the Base Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes pursuant to Section 1.02303 of the Base Indenture. The principal of the Notes shall be due and payable at their Stated Maturity. The Company may, from time to time and without the consent of the Holders, issue additional notes, with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, on terms and conditions identical to those of the Notes (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid), which additional notes, together with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The Stated Maturity of the Notes shall be November 15, 2037. The Notes shall be initially limited in aggregate principal amount to $700,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental Indenture. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May 15, 2013. Section 1.03. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the Notes to the Trustee. (a) Each Note will bear interest at a the rate of 5.8756.125% per annum annum, from May 19October 30, 2003 until 2007 or from the principal thereof becomes due and payable, payable semi-annually in arrears on May 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE", commencing on November 15, 2003), most recent Interest Payment Date to the person in whose name such Note (which interest has been paid or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May 1 or November 1duly provided for, as the case may be, preceding payable semi-annually on May 15 and November 15, commencing on May 15, 2008, until the Interest Payment Date with respect to such interest installment. (b) Any installment of interest not punctually principal thereof is paid or duly provided made available for shall forthwith cease to be payable to the registered holder of a Note on such Regular Record Date and may be paid to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interestpayment; provided, notice whereof to be given to the registered holders of the Notes not less than 10 days prior to such Special Record Datehowever, or may be paid at that any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) The amount of interest payable for on any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day Note which is a Business Day overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and without any such overdue interest or other payment shall be paid as provided in respect Section 306 of any such delay)the Base Indenture. Section 1.05. The Notes are not entitled to any sinking fund.

General Terms and Conditions of the Notes. Section 1.01. (a) There shall be and are is hereby authorized a series of Securities designated the "5.8754.25% Senior Notes due 2013May 15, 2009". Section 1.02. The Notes shall be , initially limited in aggregate principal amount to $700,000,000500,000,000. Without the consent of the Holders of the Notes, the aggregate principal amount of the Notes may be increased in the future, on the same terms and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under the Indenture as supplemented by this Supplemental IndentureNotes. The Notes shall mature and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on May 15, 20132009. Section 1.03SECTION 1.02. The Notes shall be initially issued as Global Securities. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the Notes to the Trustee. (a) SECTION 1.03. Each Note will bear interest at a the rate of 5.8754.25% per annum from May 191, 2003 until the principal thereof becomes due and payable, payable (subject to the provisions of Article II) semi-annually in arrears on May 15 and November 15 of each year (each, an "INTEREST PAYMENT DATEInterest Payment Date", commencing on November 15, 2003), to the person in whose name such Note Notes (or one or more Predecessor Securities) is are registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the be, May 1 or November 1, as the case may be, 1 next preceding the Interest Payment Date with respect to such interest installment. (b) . Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered holder of a Note Notes on such Regular Record Date and may be paid to the person in whose name such Note Notes (or one or more Predecessor Securities) is are registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. (c) . The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). Section 1.05SECTION 1.04. The Notes are not entitled to any sinking fund. SECTION 1.05. Section 101 of the Indenture is hereby amended, solely with respect to the Notes, by amending and restating the definition of "Principal Property" as follows: "Principal Property" means any radio broadcasting, television broadcasting, outdoor advertising or live entertainment property located in the United States owned or leased by the Company or any Subsidiary, unless, in the opinion of the Board of Directors of the Company, such properties are not in the aggregate of material importance to the total business conducted by the Company and its Subsidiaries as an entirety.

General Terms and Conditions of the Notes. Section 1.01201. Designation and Principal Amount. There shall be and are is hereby authorized and established a series of Securities securities designated the "5.8754.50% Senior Notes due 20132008 (the ". Notes"), in an aggregate principal amount of $1,000,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities of such series pursuant to Sections 304, 305, 306, 906 or 1105 of the Original Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes pursuant to Section 1.02303 of the Original Indenture. The principal of the Notes shall be initially limited in aggregate principal amount due and payable at their Stated Maturity. The Company may, from time to $700,000,000. Without time and without the consent of the Holders Holders, issue additional notes on terms and conditions identical to those of the Notes, which additional notes shall increase the aggregate principal amount of the Notes may of, and shall be increased in the future, on the same terms consolidated and conditions and with the same CUSIP number as the Notes have, so that such additional notes and the outstanding Notes shall form a single series of Securities under with, the Indenture as supplemented by this Supplemental IndentureNotes. The Company may issue Exchange Notes shall mature from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution and subject to Section 303 of the Original Indenture, in authorized denominations in exchange for a like principal thereof amount of the Original Notes. Upon any such exchange of Original Notes, the Original Notes so exchanged shall be due canceled in accordance with Section 308 of the Original Indenture and payable, together with all accrued and unpaid interest thereon on May 15, 2013. Section 1.03shall no longer be deemed Outstanding for any purpose. The Notes Their Stated Maturity shall be initially issued as Global Securities. Principal November 19, 2008 and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions at the office or agency of the Company in the Borough of Manhattan, The City and State of New York provided for that purpose and transfers of the Notes will also be registrable at any of the Company's other offices or agencies as the Company may maintain for that purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as they shall appear in the Security Register and that the payment of principal with respect to the Notes will only be made upon surrender of the Notes to the Trustee. (a) Each Note will bear interest at a the rate of 5.8754.50% per annum annum, from May November 19, 2003 until or from the principal thereof becomes due and payable, payable semi-annually in arrears on May 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE", commencing on November 15, 2003), most recent Interest Payment Date to the person in whose name such Note (which interest has been paid or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which, except as set forth below, shall be the May 1 or November 1duly provided for, as the case may be, preceding payable semi-annually on November 19 and May 19, commencing May 19, 2004, until the principal thereof is paid or made available for payment; provided, however, that, with respect to the Registrable Notes, if a Registration Default occurs on any day, such Registrable Notes will bear additional interest as a result thereof (at an incremental rate per annum of 0.5%), as liquidated damages and not as a penalty, from such day to but not including the first day thereafter on which no Registration Default is continuing, all in accordance with the provisions of the Exchange and Registration Rights Agreement; provided, further, that any amount of interest on any Note which is overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306 of the Original Indenture. Accrued additional interest, if any, shall be paid in cash in arrears semi-annually on the Interest Payment Dates in each year, commencing on the first Interest Payment Date with respect to such interest installment. (b) Any installment of interest not punctually paid or duly provided for shall forthwith cease to be payable to after the registered holder of a Note on such Regular Record Date and may be paid to the person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof to be given to the registered holders of the Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange day on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenturerelevant Registration Default occurs. (c) The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). Section 1.05. The Notes are not entitled to any sinking fund.