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Alternate Credit Facility as the Borrower shall, from time to time, cause to be delivered to the Trustee in accordance with Section 5.07(b) of the Indenture, as the "Bank" under the Agency Agreement. NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustee and the Agent hereby agree as follows: 1. All capitalized terms not otherwise defined herein shall have the meanings ascribed to those terms in the Indenture. 2. The Agent hereby acknowledges that, as a matter of law, (a) the Agent, as successor in interest to Chemical Bank, has succeeded to and assumed all of the duties and obligations of (i) the Registrar and Paying Agent (as defined in the Indenture) under the terms of the Indenture and (ii) Chemical Bank under the Agency Agreement, as amended hereby, and (b) the Trustee, as successor to Third National Bank in Nashville, has succeeded to and become the beneficiary of the rights and benefits of Third National Bank in Nashville under the Agency Agreement, as amended hereby. 3. All references in the Agency Agreement to "Chemical" shall be deemed to mean the Agent and any successor of the Agent that succeeds to the duties and obligations of the Registrar and Paying Agent (as defined in the Indenture) under the Indenture. 4. All references in the Agency Agreement to "Credit Facility" shall be deemed to mean the Irrevocable Transferable Letter of Credit No. S751046, issued for the benefit of the Trustee by Norwest Bank Minnesota, National Association, or such other substitute Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, cause to be delivered to the Trustee in accordance with and pursuant to Section 5.07(b) of the Indenture. 5. All references in the Agency Agreement to "Bank" shall be deemed to mean Norwest Bank Minnesota, National Association, or such other Credit Facility Provider that issues such other Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, cause to be delivered to the Trustee in accordance with and pursuant to Section 5.07(b) of the Indenture. G. The word "thereon" in the last line of numbered Paragraph 2(d) of the Agency Agreement is hereby deleted and the word "therein" is hereby substituted in lieu therefor. 7. The following phrase is added to the end of numbered Paragraph 4 of the Agency Agreement between the word "thereof' and prior to the period: "or to correctly and accurately complete any certificates, draw requests or documentation submitted under or pursuant to the Credit Facility, the Indenture or this Agreement". 2