On May 15, 2009, we amended our $800 million credit agreement. The amendment permits us to incur secured refinancing debt under the credit agreement if either (i) the aggregate amount of secured refinancing debt does not exceed $3.2 billion or (ii) the secured leverage ratio (as defined) is less than 4.0 to 1.0 for the most recently ended four consecutive fiscal quarters. The amendment conforms the credit agreement terms restricting the incurrence of secured refinancing debt in substantial respects to the similar limitations in the supplemental indentures relating to the senior secured notes we issued in March 2009. We have filed a copy of the amendment as Exhibit 10(a) to this Form 8-K. For a complete description of these provisions, you should read the amendment and the supplemental indentures, copies of which have been filed by us with the Securities and Exchange Commission.

(d) Exhibits

10(a)    Amendment No. 2 to Credit Agreement, dated as of May 15, 2009, among the
         Registrant and Citicorp USA, Inc., as Administrative Agent on behalf of
         each Lender executing an acknowledgement and consent thereto