First Supplemental Indenture

Exhibit 4.2

EXECUTION COPY

BEST BUY CO., INC.

and

Wells Fargo Bank, N.A.,

as Trustee

First Supplemental Indenture

Dated as of June 24, 2008

6.75% Notes due 2013

TABLE OF CONTENTS

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SUPPLEMENTAL INDENTURE (this “ First Supplemental Indenture ”), dated as of June 24, 2008, between Best Buy Co., Inc., a Minnesota corporation (the “ Company ”), and Wells Fargo Bank, N.A., as Trustee (the “ Trustee ”).

WHEREAS , the Company and the Trustee executed and delivered an Indenture, dated as of June 24, 2008 (the “ Base Indenture ”), to provide for the issuance by the Company from time to time of Securities (as defined therein) to be issued in one or mores series as provided in the Base Indenture;

WHEREAS , the issuance and sale of $500,000,000 aggregate Principal Amount of an initial series of the Securities of the Company under the Indenture, designated as its 6.75% Notes due 2013 (the “ Notes ”) have been authorized by a written consent of the Board of Directors of the Company;

WHEREAS , the Company desires to issue $500,000,000 aggregate Principal Amount of the Notes as of the date hereof;

WHEREAS , Sections 3.01 and 8.02 of the Base Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee may amend or supplement the Base Indenture to provide for the issuance of and to establish the form or terms and conditions of Securities of any series as permitted by the Base Indenture;

WHEREAS , the Company desires to establish the form, terms and conditions of the Notes;

WHEREAS , all things necessary to make this First Supplemental Indenture a valid and legally binding supplement to the Base Indenture according to its terms and the terms of the Base Indenture have been done;

WHEREAS , the Company has delivered to the Trustee an Officer’s Certificate pursuant to Section 8.04 of the Base Indenture to the effect that the execution and delivery of the First Supplemental Indenture is authorized or permitted under the Base Indenture and that all conditions precedent provided for in the Base Indenture to the execution and delivery of this First Supplemental Indenture to be complied with by the Company have been complied with; and

WHEREAS , the Company has requested that the Trustee execute and deliver this First Supplemental Indenture.

NOW, THEREFORE:

In consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows:

ARTICLE 1
DEFINITIONS

Section 1.01 .  Definition Of Terms.  Unless the context otherwise requires:

(a)            a term defined in the Base Indenture has the same meaning when used in this First Supplemental Indenture unless the definition of such term is amended and supplemented pursuant to this First Supplemental Indenture;

(b)            a term defined in this First Supplemental Indenture has the same meaning throughout;

(c)            the singular includes the plural, and vice versa ;

(d)            except as otherwise indicated, a reference to a Section or Article is to a Section or Article of this First Supplemental Indenture;

(e)            headings are for convenience of reference only and do not affect interpretation;

(f)             the following terms have the meanings given to them in this Section 1.01(f):

“ Additional Interest ” means any increase in Interest set forth in Section 2(e) of the Registration Rights Agreement.

“ affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person.  For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Certificate of Beneficial Ownership ” means a certificate substantially in the form of Exhibit F.

“ Certificated Note ” means a Note in registered physical form without interest coupons.

“ Change of Control ” means the occurrence of any of the following:

(1)            the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (other than the Company or one of the Company’s Subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting

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Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; provided , however , that a person shall not be deemed beneficial owner of, or to own beneficially any securities, (A) tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person’s affiliates until such tendered securities are accepted for purchase or exchange thereunder or (B) if such beneficial ownership (i) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act and (ii) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act;

(2)            the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and the assets of the Company’s Subsidiaries, taken as a whole, to one or more persons (other than to the Company or one of the Company’s Subsidiaries); provided , however , that none of the circumstances in this clause (2) shall be a Change of Control if the persons that beneficially own the Company’s Voting Stock immediately prior to the transaction own, directly or indirectly, shares with a majority of the total voting power of all outstanding voting securities of the surviving or transferee person that are entitled to vote generally in the election of that person’s board of directors, managers or trustees immediately after the transaction;

(3)            the Company consolidates with, or merges with or into, any person or any such person consolidates with, or merges with or into, the Company, in either case, pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than pursuant to a transaction in which shares of the Company’s Voting Stock outstanding immediately prior to the transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person immediately after giving effect to such transaction;

(4)            the adoption of a plan relating to the Company’s liquidation or dissolution; or

(5)            the first day on which a majority of the members of the Company’s board of directors are not Continuing Directors.

Notwithstanding the foregoing, a transaction shall not be deemed to involve a Change of Control if (a) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company ( i.e. , a parent company) and (b)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (2) immediately following that transaction no person (other than a holding company

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satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company; provided that any series of related transactions shall be treated as a single transaction.  The term “person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.

“ Change of Control Triggering Event ” means, with respect to the Notes, the occurrence of both a Change of Control and a Rating Event with respect to the Notes.

“ Clearstream ” means Clearstream Banking S.A. and its successors.

“ Comparable Treasury Issue ” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of a comparable maturity to the remaining term of the Notes.

“ Comparable Treasury Price ” means, with respect to any Redemption Date, (A) the arithmetic average of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the arithmetic average of all such quotations for such Redemption Date.

“ Continuing Director ” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of such Board of Directors on the Issue Date, (2) was nominated for election to such Board of Directors with the approval of a committee of the Board of Directors consisting of a majority of independent Continuing Directors or (3) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“ DTC Legend ” means the legend set forth in Exhibit C.

“ Euroclear ” means Euroclear Bank, S.A./N.V., and its successors or assigns, as operator of the Euroclear System.

“ Exchange Notes ” means the debt securities of the Company to be offered to Holders in exchange for the Initial Notes pursuant to the Exchange Offer or otherwise pursuant to a Registration of the Exchange Notes containing terms identical to the Notes for which they are exchanged (except that (i) interest

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thereon shall accrue from the last date on which interest was paid on the corresponding series of Notes (unless the Exchange Note is issued after an interest record date and prior to the corresponding Interest Payment Date, in which case interest shall accrue from such Interest Payment Date) or, if no such interest has been paid, from the first date that the corresponding series of Notes was originally issued under the Base Indenture as supplemented by this First Supplemental Indenture and (ii) the provisions relating to Additional Interest (other than any Additional Interest accrued through the date of issuance of such Exchange Notes) shall be eliminated.

“ Exchange Offer ” means the exchange offer by the Company of Exchange Notes for Initial Notes pursuant to the Registration Rights Agreement.

“ Exchange Offer Registration Statement ” means a registration statement relating to an Exchange Offer on an appropriate form and all amendments and supplements to such registration statement, in each case including the prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“ Global Note ” has the meaning set forth in Section 2.03(b).

“ Indenture ” means the Base Indenture as supplemented by this First Supplemental Indenture.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company after consultation with the Trustee; provided , however , that if such Reference Treasury Dealer ceases to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury Dealer.

“ Initial Notes ” means (i) all Notes issued on the Issue Date, (ii) any additional Notes of this series issued under Section 2.02 in an offering not registered under the Securities Act and (iii) any Notes issued in replacement therefor, but not including any Exchange Notes issued in exchange therefor.

“ Initial Purchasers ” means J.P. Morgan Securities Inc., Goldman, Sachs & Co., and the other initial purchasers named in the Purchase Agreement, dated June 19, 2008, between the Company and J.P. Morgan Securities Inc. and Goldman, Sachs & Co., as representatives of the initial purchasers.

“ Interest ” means, with respect to the Notes, any interest payable on the Notes, including Additional Interest, if any.

“ Interest Payment Date ” means each January 15 and July 15, commencing on January 15, 2009.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the

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equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

“ Issue Date ” means the first date that Notes were originally issued under this First Supplemental Indenture.

“ Non-U.S. Person ” means a Person that is not a U.S. person, as defined in Regulation S.

“ Notes” has the meaning set forth in the recitals above.

“ Rating Agencies ” means each of Moody’s and S&P and, if any of Moody’s and S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a Board Resolution) and which is reasonably acceptable to the Trustee as a replacement agency for Moody’s or S&P or both of them, as the case may be.

“ Rating Event ” means the rating on the Notes is lowered independently by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day during the period commencing on the earlier of the date of the first public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies).

“ Redemption Date ” has the meaning assigned in Section 4.01.

“ Redemption Notice ” has the meaning set forth in Section 4.03.

“ Redemption Price ” has the meaning set forth in Section 4.01.

“ Reference Treasury Dealer ” means either of J.P. Morgan Securities Inc. and Goldman, Sachs & Co. and their affiliates, which are primary U.S. Government securities dealers in New York City, and their respective successors plus two other primary U.S. Government securities dealers in New York City selected by the Company; provided , however , that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in New York City (a “ Primary Treasury Dealer ”), the Company shall substitute therefor another Primary Treasury Dealer.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Company, of the bid and asked prices for the Comparable

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Treasury Issue (expressed in each case as a percentage of its Principal Amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third Business Day preceding such Redemption Date.

“ Registration ” means a registered Exchange Offer for the Notes by the Company or other registration of the Notes under the Securities Act pursuant to and in accordance with the terms of the Registration Rights Agreement.

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated as of June 24, 2008, between the Company and J.P. Morgan Securities Inc. and Goldman, Sachs & Co., as Representatives of the several Initial Purchasers.

“ Registration Statement ” means the Registration Statement to be filed pursuant to and as defined in the Registration Rights Agreement.

“ Regular Record Date ” means, for the interest payable on any Interest Payment Date, the close of business on January 1 or July 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

“ Regulation S ” means Regulation S under the Securities Act.

“ Regulation S Certificate ” means a certificate substantially in the form of Exhibit D hereto.

“ Regulation S Global Note ” means a Global Note representing Notes issued and sold pursuant to Regulation S.

“ Restricted Legend ” means the legend set forth in Exhibit B.

“ Restricted Period ” means (i) two years in the case of a U.S. Global Note or (ii) the relevant 40-day distribution compliance period as defined in Regulation S in the case of a Regulation S Global Note.

“ Restricted Regulation S Global Note ” means a Regulation S Global Note that bears the Restricted Legend.

“ Rule 144A ” means Rule 144A under the Securities Act.

“ Rule 144A Certificate ” means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a “qualified institutional buyer” within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act

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provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Substitute Rating Agency ” means a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (pursuant to a Board Resolution and reasonably acceptable to the Trustee) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“ Treasury Rate ” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent or interpolated (on a day count basis) yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“ Unrestricted Regulation S Global Note ” means a Regulation S Global Note that does not bear the Restricted Legend.

“ U.S. Global Note ” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

ARTICLE 2
THE SECURITIES

Section 2.01.  Designation .

(a)            The Company hereby establishes a series of Securities designated the “6.75% Notes due 2013” for issuance under the Indenture.  The Stated Maturity of the Notes shall be July 15, 2013.

(b)            Interest Rate .

(i)             The rate at which the Notes shall bear interest shall be 6.75% per annum, subject to Section 2.01(b)(ii); the date from which interest shall accrue on the Notes shall be June 24, 2008, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be January 15 and July 15 of each year, beginning on January 15, 2009; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, shall be paid, in immediately available funds, to the Persons in whose names the Notes (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1, as the case may be, next preceding such

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Interest Payment Date, without regard to any transfer or exchange of such Notes subsequent to the Regular Record Date and prior to such Interest Payment Date.  Any such interest not punctually paid or duly provided for shall, at the Company’s option, cease to be payable to the respective Holders on such Regular Record Date, and such defaulted interest may be paid to the Persons in whose names the Notes (or one or more predecessor Notes) are registered at the close of business on a special record date, which date may not be less than 10 days prior to the date of payment of such defaulted interest, for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 15 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 Base Indenture. Payment of principal and interest on the Notes shall be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided , however , that each installment of interest and principal on the Notes may at the Company’s option with written notice to the Trustee be paid in immediately available funds by transfer to an account maintained by the payee located in the United States, provided such payee has given written wire transfer instructions to the Company.

(ii)            The interest rate payable on the Notes shall be subject to adjustments from time to time if either Moody’s or S&P, or in either case, a Substitute Rating Agency thereof, downgrades (or subsequently upgrades) the rating assigned to the Notes, in the manner described below.

(A)           If the rating of the Notes from Moody’s or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the interest rate payable on the Notes on the Issue Date by the percentage points set forth below opposite that rating:

* Including the equivalent ratings of any Substitute Rating Agency.

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(B)            If the rating of the Notes from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the interest rate payable on the Notes on the Issue Date by the percentage points set forth below opposite that rating:

* Including the equivalent ratings of any Substitute Rating Agency.

(C)            If at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency thereof), as the case may be, subsequently increases its rating of the Notes to any of the ratings set forth in the tables above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the Issue Date plus the applicable percentage points set forth opposite the ratings in the tables above in effect immediately following the increase. If Moody’s or any Substitute Rating Agency thereof subsequently increases its rating of the Notes to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency thereof increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall be decreased to the interest rate payable on the Notes on the Issue Date.

(D)           Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency thereof), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes be reduced to below the interest rate payable on the Notes on the Issue Date or (2) the total increase in the interest rate on the Notes exceed 2.00 percentage points above the interest rate payable on the Notes on the Issue Date.

(E)            No adjustments in the interest rate of the Notes shall be made solely as a result of a Rating Agency ceasing to

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provide a rating of the Notes. If at any time less than two Rating Agencies provide a rating of the Notes for reason beyond the Company’s control, the Company shall use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the table above (x) such Substitute Rating Agency shall be substituted for the last Rating Agency to provide a rating of the Notes but which has since ceased to provide such rating, (y) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table in Section 2.01(b)(ii)(A) or 2.01(b)(ii)(B) with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (z) the interest rate on the Notes shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the Issue Date plus the appropriate percentage points, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table in Section 2.01(b)(ii)(A) or 2.01(b)(ii)(B) (taking into account the provisions of clause (y) above) (plus any applicable percentage points resulting from a decreased rating by the other Rating Agency).

(F)            For so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by such Rating Agency shall be twice the percentage points set forth in the applicable table above. For so long as no Rating Agency provides a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00 percentage points above the interest rate payable on the Notes on the Issue Date.

(G)            The interest rate on the Notes shall permanently cease to be subject to any adjustment described in this Section 2.01(b)(ii) (notwithstanding any subsequent decrease in the ratings by either or both Rating Agencies) if the Notes become rated A2 and A (or its equivalent, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P, respectively (or, in either case, any Substitute Rating Agency thereof), or one of these ratings if the Notes are only rated by one Rating Agency.

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(H)           Any interest rate increase or decrease described in this Section 2.01(b)(ii) shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. If Moody’s or S&P or any Substitute Rating Agency thereof changes its rating of the Notes more than once during any particular interest period, the last change by such agency during such period shall control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Rating Agency’s action.

(I)             If the interest rate payable on the Notes is increased as described in this Section 2.01(b)(ii), then the term “interest,” as used in this First Supplemental Indenture, the Base Indenture and the Notes, shall be deemed to include any such additional interest unless the context otherwise requires.

(J)             The Company shall deliver to the Trustee, and Paying Agent, if the Trustee shall not then be acting as Paying Agent, within five calendar days after either Moody’s or S&P or any Substitute Rating Agency thereof downgrades, or subsequently upgrades, the rating assigned to the Notes as described by this Section 2.01(b)(ii), an Officer’s Certificate stating (i) that the rating downgrade, or subsequent upgrade, as the case may be, has occurred and (ii) the current rating or ratings upon which the interest rate payable on the Notes shall be based.

(c)            The Notes are not subject to any sinking fund.

(d)            Interest (including Additional Interest) on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, the number of days elapsed.

(e)            The Notes shall be issuable in registered form, without coupons, in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.

(f)             The principal of and premium, if any, and interest on the Notes shall be payable at the office or agency of the Company designated for that purpose as the Payment Office, as provided in Section 4.05 of the Base Indenture; provided, however , that interest may be payable at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register on the record date for such interest payment.

(g)            The currency of denomination of the Notes shall be United States Dollars. Payment of principal of and premium, if any, and interest on the Notes shall be made in United States Dollars.

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Section 2.02.  Principal Amount; Series Treatment for Additional Securities .

(a)            The Notes shall be initially limited to an aggregate principal amount of $500,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.08, 3.09, 3.11 or 8.02 of the Base Indenture.  The Company may, without notice to or the consent of the Holders of the outstanding Notes, issue additional Notes of the same tenor as the Notes by Company Order, so that such additional Notes and the outstanding Notes shall form a single series of Securities under the Base Indenture as supplemented by this First Supplemental Indenture.

(b)            Any additional Notes issued under Section 2.02(a) shall have the same form and terms in all respects as the outstanding Notes (other than the date of issuance and except that interest shall accrue on the additional Notes from the most recent date to which interest has been paid on the Notes or, if no interest has been paid on the Notes, from the first date that the Notes were originally issued under this First Supplemental Indenture), including the same right to receive accrued and unpaid interest.

(c)            For all purposes of the Indenture, all Notes, whether Initial Notes, Exchange Notes or additional Notes issued under Section 2.02(a) shall constitute one series of Notes and shall vote together as one series of Notes.

Section 2.03.  Form of Securities; Global Form .

(a)            The Notes shall be substantially in the form of Exhibit A hereto.  The terms and provisions contained in the form of Notes set forth in Exhibit A shall constitute, and are hereby expressly made, a part of the Base Indenture as supplemented by this First Supplemental Indenture.

Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Base Indenture, or as may be required by the Depositary or as may be required for the Initial Notes to be tradeable on any market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

(b)            So long as any Notes of this series are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 3.08(b) of the Base Indenture, all of the Notes of this series shall be represented by one or more Notes in global form registered in the

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name of the Depositary or the nominee of the Depositary (each and collectively, the “ Global Note ”).  The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with the Indenture and the applicable procedures of the Depositary.  Except as provided in Section 3.08(b) of the Base Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive form and shall not be considered holders of such Global Note.

Any Global Note shall represent the outstanding Notes and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, transfers or exchanges permitted hereby.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee in such manner and upon instructions given by the Holder of such Notes in accordance with the Base Indenture.

Section 2.04.  Restrictive Legends .

(a)            Except as otherwise provided in Section 2.04(e), each Initial Note or additional Note issued under Section 2.02(a) (other than an Unrestricted Regulation S Note) shall bear the Restricted Legend.

(b)            Each Global Note, whether or not an Initial Note or additional Note issued under Section 2.02(a), shall bear the DTC Legend.

(c)            Each Restricted Regulation S Global Note shall bear the Restricted Legend.

(d)            Initial Notes and additional Notes issued under Section 2.02(a) offered and sold in reliance on Regulation S shall be issued as provided in Section 2.08.

(e)            (i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor rule) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act; or (ii) or after an Initial Note is (x) subject to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) exchanged for an Exchange Note, the Company may, subject to the provision of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 14.05 of the Base Indenture, instruct the Trustee to cancel such Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and

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amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee shall comply with such instruction.

Section 2.05.  Transfer Restrictions .

(a)            By its acceptance of any Note bearing the Restricted Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this First Supplemental Indenture and in the Restricted Legend and agrees that it shall transfer such Note only as provided in this First Supplemental Indenture and the Restricted Legend. The Company and the Trustee as Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this First Supplemental Indenture and the Restricted Legend. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Trustee as Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Trustee shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

The Trustee shall retain copies of all letters, notices and other written communications received pursuant to the Base Indenture or this Section 2.05(a).  The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among members of, or participants in, the Depositary or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this First Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.06 .  Registration, Tra