Amendments other than those described in the above two paragraphs will require the approval of a majority in principal amount of the outstanding notes.

Defeasance and Discharge

We may be discharged from all obligations relating to the notes and the Indenture (except for specified obligations such as obligations to register the transfer or exchange of notes, replace stolen, lost or mutilated notes and maintain paying agencies) if we irrevocably deposit with the Trustee, in trust for the benefit of holders of notes, money or United States government obligations, or any combination thereof, sufficient to make all payments of principal, premium and interest on the notes on the dates

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those payments are due. To discharge those obligations, we must deliver to the Trustee an opinion of counsel that the holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance or discharge of the Indenture. If we discharge our obligations as described above, the holders of notes must look only to the funds deposited with the Trustee, and not us, for payments on the notes. (Section 5.01.)

Consolidation, Merger and Sale of Assets; No Financial Covenants

We will not merge into any other corporation or sell or otherwise transfer all or substantially all our assets unless the successor or transferee corporation assumes by supplemental indenture our obligations to pay the principal, interest and any premium on all the notes and our obligation to perform every covenant in the Indenture that we are supposed to perform or observe. Upon any merger, sale or transfer of all or substantially all of our assets, the successor or transferee corporation will succeed to, and be substituted for, and may exercise all of our rights and powers under the Indenture with the same effect as if the successor corporation had been named as us in the Indenture, and we will be released from all obligations under the Indenture. The Indenture defines all or substantially all of our assets as being 50% or more of our total assets as shown on our balance sheet as of the end of the prior year and specifically permits any sale, transfer or conveyance during a calendar year of less than 50% of our total assets without the consent of the holders of the notes. (Sections 12.01 and 12.02.)

Unless we indicate otherwise in the applicable prospectus supplement, the Indenture will not contain any financial or other similar restrictive covenants.

No Limitations on Liens or Sale and Leaseback Transactions

As of June 30, 2005, we had six other series of our senior notes outstanding in the aggregate principal amount of $710.0 million. Although subject to earlier redemption at our option, the outstanding senior notes mature between October 15, 2005 and August 1, 2034. These series of our senior notes have provisions that limit (subject to certain exceptions) our ability to issue secured debt unless, at the time the secured debt is issued, we also equally secure the outstanding senior notes. Unless we indicate otherwise specified in the applicable prospectus supplement, so long as any Senior Notes are outstanding, we will not issue, assume or guarantee, or permit to exist, any debt for money borrowed ("debt") that is secured by any mortgage, security interest, pledge or lien ("mortgage") on any of our Operating Property (as defined below), whether we own it at the date of the Indenture or acquire it later, unless we similarly secure the Senior Notes and all other notes issued prior to or contemporaneously with the Senior Notes. This restrictionoffered hereby will not apply to:

•

mortgages on any property existing at the time we acquire the property or at the time we acquire the corporation owning the property;



•

purchase money mortgages;



•

specified governmental mortgages; or



•

any extension, renewal or replacement (or successive extensions, renewals or replacements) of any mortgage referred tocontain this provision. As a result, if in the three clauses listed above, as long as the principal amount of indebtedness secured under this clause and not otherwise authorized by the clauses listed above, does not exceed the principal amount of indebtedness secured at the time of the extension, renewal or replacement.

        In addition,future we can alsowere to issue secured debt, so long asthe outstanding series of senior notes would also become secured. In such case, the Senior Notes offered hereby would be effectively subordinated to the secured debt. There is no limit on the amount of debt that we may issue and, in the securedfuture, we may issue debt plus the value of Salewhich includes provisions similar to those applicable to our other outstanding senior notes.

In addition, although our other senior notes also have provisions that limit our ability to enter into sale and Lease-Back Transactions (as defined below), does not exceed the greater of 10% of net tangible assets or 10% of capitalization. (Section 3.01 of Form of Supplemental Indenture). The supplemental indentures relating to the outstanding notes contain a substantially similar covenant. (Section 4.01 of Supplemental Indenture No. 1, Section 4.01 of Supplemental Indenture No. 2 and Section 3.01 of Supplemental Indenture No. 3).

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Limitations on Sale and Lease-Back Transactions

        Unless we indicatelease-back transactions, unless otherwise specified in the applicable prospectus supplement, so long as anythe Senior Notes are outstanding, weoffered hereby will not enter into any Sale and Lease-Back Transaction relating to any of our Operating Property and we will not permit to remain in effect any Sale and Lease-Back Transaction previously entered into (except those leases having a term of not more than 48 months), if we obtain the purchaser's commitment more than 18 months after the later of the completion of the acquisition or the placing in operation of the Operating Property. This restriction will not apply if (1) we would be entitled pursuant to the provisions described in the second sentence under "Limitations on Liens" above to issue debt secured by a mortgage on that Operating Property without securing the notes, (2) after giving effect to the Sale and Lease-Back Transaction, we could incur pursuant to the provisions described in the third sentence under "Limitations on Liens," additional debt secured by mortgages or (3) we apply the net proceeds (if a cash sale), or an amount equal to the fair value of the Operating Property so leased, to the retirement of notes or other senior or equal ranking debt. (Section 3.02 of Form of Supplemental Indenture). The supplemental indentures relating to the outstanding notes contain a substantially similar covenant relating to limitations on Sale and Lease-Back Transactions. (Section 4.02 of Supplemental Indenture No. 1, Section 4.02 of Supplemental Indenture No. 2 and Section 3.02 of Supplemental Indenture No. 3).this provision.

Definitions

        "Operating Property" means any interest in real property owned by us and any other asset owned by us that is depreciable in accordance with generally accepted accounting principles.

        "Sale and Lease-Back Transaction" means any arrangement with any person that leases to us any of our Operating Property (except for temporary leases for a term of not more than 48 months) that we have sold or transferred, or will sell or transfer, to that person.

Resignation or Removal of Trustee

The Trustee may resign at any time by notifying us in writing and specifying the day that the resignation is to take effect. The resignation will not take effect, however, until a successor trustee has been appointed. (Section 9.10.)

The holders of a majority in principal amount of the outstanding notes may remove the Trustee at any time. In addition, so long as no event of default or event which, with the giving of notice or lapse of time or both, would become an event of default has occurred and is continuing, we may remove the Trustee upon (1) notice to the Trustee and the holder of each note outstanding under the Indenture and (2) appointment of a successor Trustee. (Section 9.10.)

Concerning the Trustee

UMB Bank, N.A. is the Trustee. We and/or our affiliates maintain banking relationships with the Trustee in the ordinary course of business. The Trustee also acts as trustee for some of our other securities and securities of our affiliates.

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BOOK-ENTRY SYSTEM

Each series of Senior Notes offered by this prospectus may be issued in the form of one or more global securities representing all or part of that series of Senior Notes. This means that we will not issue certificates for that series of Senior Notes to the holders. Instead, a global security representing that series will be deposited with, or on behalf of, DTC, or its successor as the Depository and registered in the name of the Depository or a nominee of the Depository.

The Depository will keep a computerized record of its participants (for example, your broker) whose clients have purchased Senior Notes represented by a global security. Unless it is exchanged in whole or in part for a certificated security, a global security may not be transferred, except that the Depository, its nominees and their successors may transfer a global security as a whole to one another.

Beneficial interests in global securities will be shown on, and transfers of interests will be made only through, records maintained by the Depository and its participants. The laws of some jurisdictions require that some purchasers take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.

We will wire principal, interest and any premium payments to the Depository or its nominee. We and the Trustee will treat the Depository or its nominee as the owner of the global security for all purposes, including any notices and voting. Accordingly, we, the Trustee and any paying agent will have no direct responsibility or liability to pay amounts due on a global security to owners of beneficial interests in a global security.

Unless otherwise specified in the prospectus supplement, DTC will act as Depository for Senior Notes issued as global securities. The Senior Notes will be registered in the name of Cede & Co. (DTC's(DTC’s nominee).

DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization"“banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"“clearing corporation” within the meaning of the New York Uniform Commercial Code, and a "clearing agency"“clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("(“Direct Participants"Participants”) deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants'Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct

Participant, either directly or indirectly ("(“Indirect Participants"Participants”). The rules that apply to DTC and its Direct or Indirect Participants (collectively, "Participants"“Participants”) are on file with the SEC.

It is DTC'sDTC’s current practice, upon receipt of any payment of principal or interest, to credit Direct Participants'Participants’ accounts on the payment date according to their respective holdings of beneficial interests in the global security as shown on DTC'sDTC’s records. In addition, it is DTC'sDTC’s current practice to assign any consenting or voting rights to Direct Participants whose accounts are credited with securities on a record date, by using an omnibus proxy. Payments by Participants to owners of beneficial interests in a global security, and voting by Participants, will be governed by the customary practices between the Participants and owners of beneficial interests, as is the case with securities held for the account of customers registered in "street“street name."” However, payments will be the responsibility of the Participants and not our responsibility or that of DTC or the Trustee.

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