OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL
APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED STATES.
(B)
The Global Notes, whether or not an Initial Note, Additional
Restricted Note or Exchange Note, shall bear the following legend (the "Global
Note Legend") on the face thereof:
"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF."
(E)
BOOK-ENTRY PROVISIONS
(1)
THIS SECTION 2.1(E) SHALL APPLY ONLY TO GLOBAL NOTES DEPOSITED
WITH THE TRUSTEE, AS CUSTODIAN FOR DTC.
(2)
EACH GLOBAL NOTE INITIALLY SHALL (X) BE REGISTERED IN THE NAME OF
DTC FOR SUCH GLOBAL NOTE OR THE NOMINEE OF DTC, (Y) BE DELIVERED TO THE TRUSTEE
AS CUSTODIAN FOR DTC AND (Z) BEAR LEGENDS AS SET FORTH IN SECTION 2.1(D).
36
(3)
MEMBERS OF, OR PARTICIPANTS IN, DTC ("AGENT MEMBERS") SHALL HAVE
NO RIGHTS UNDER THIS INDENTURE WITH RESPECT TO ANY GLOBAL NOTE HELD ON THEIR
BEHALF BY DTC OR BY THE TRUSTEE AS THE CUSTODIAN OF DTC OR UNDER SUCH GLOBAL
NOTE, AND DTC MAY BE TREATED BY THE ISSUERS, THE TRUSTEE AND ANY AGENT OF THE
ISSUERS OR THE TRUSTEE AS THE ABSOLUTE OWNER OF SUCH GLOBAL NOTE FOR ALL
PURPOSES WHATSOEVER.
NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL
PREVENT THE ISSUERS, THE TRUSTEE OR ANY AGENT OF THE ISSUERS OR THE TRUSTEE FROM
GIVING EFFECT TO ANY WRITTEN CERTIFICATION, PROXY OR OTHER AUTHORIZATION
FURNISHED BY DTC OR IMPAIR, AS BETWEEN DTC AND ITS AGENT MEMBERS, THE OPERATION
OF CUSTOMARY PRACTICES OF DTC GOVERNING THE EXERCISE OF THE RIGHTS OF A HOLDER
OF A BENEFICIAL INTEREST IN ANY GLOBAL NOTE.
(4)
IN CONNECTION WITH ANY TRANSFER OF A PORTION OF THE BENEFICIAL
INTEREST IN A GLOBAL NOTE PURSUANT TO SUBSECTION (F) OF THIS SECTION 2.1 TO
BENEFICIAL OWNERS WHO ARE REQUIRED TO HOLD DEFINITIVE NOTES, THE SECURITIES
CUSTODIAN SHALL REFLECT ON ITS BOOKS AND RECORDS THE DATE AND A DECREASE IN THE
PRINCIPAL AMOUNT OF SUCH