BY THIS INDENTURE.
SECURITIES MAY BE EXCHANGED FOR OTHER SECURITIES OF ANY AUTHORIZED DENOMINATIONS
AND OF A LIKE AGGREGATE PRINCIPAL AMOUNT, UPON SURRENDER OF THE SECURITIES TO BE
EXCHANGED AT ANY SUCH OFFICE OR AGENCY MAINTAINED BY THE COMPANY PURSUANT TO
SECTION 2.05.
WHENEVER ANY SECURITIES ARE SO SURRENDERED FOR EXCHANGE, THE
COMPANY SHALL EXECUTE, AND THE TRUSTEE SHALL AUTHENTICATE AND DELIVER, THE
SECURITIES WHICH THE SECURITYHOLDER MAKING THE EXCHANGE IS ENTITLED TO RECEIVE
BEARING REGISTRATION NUMBERS NOT CONTEMPORANEOUSLY OUTSTANDING.
ALL SECURITIES ISSUED UPON ANY REGISTRATION OF TRANSFER OR EXCHANGE OF
SECURITIES SHALL BE THE VALID OBLIGATIONS OF THE COMPANY, EVIDENCING THE SAME
DEBT, AND ENTITLED TO THE SAME BENEFITS UNDER THIS INDENTURE, AS THE SECURITIES
SURRENDERED UPON SUCH REGISTRATION OF TRANSFER OR EXCHANGE.
ALL SECURITIES PRESENTED OR SURRENDERED FOR REGISTRATION OF TRANSFER OR FOR
EXCHANGE, REDEMPTION, REPURCHASE OR CONVERSION SHALL (IF SO REQUIRED BY THE
COMPANY OR THE REGISTRAR) BE DULY ENDORSED, OR BE ACCOMPANIED BY A WRITTEN
INSTRUMENT OR INSTRUMENTS OF TRANSFER IN FORM SATISFACTORY TO THE COMPANY, AND
THE SECURITIES SHALL BE DULY EXECUTED BY THE SECURITYHOLDER THEREOF OR HIS
ATTORNEY DULY AUTHORIZED IN WRITING.
NO SERVICE CHARGE SHALL BE MADE TO ANY HOLDER FOR ANY REGISTRATION OF, TRANSFER
OR EXCHANGE OF SECURITIES, BUT THE COMPANY MAY REQUIRE PAYMENT BY THE HOLDER OF
A SUM SUFFICIENT TO COVER ANY TAX, ASSESSMENT OR OTHER GOVERNMENTAL CHARGE THAT
MAY BE IMPOSED IN CONNECTION WITH ANY REGISTRATION OF TRANSFER OR EXCHANGE OF
SECURITIES.
NEITHER THE COMPANY NOR THE TRUSTEE NOR ANY REGISTRAR SHALL BE REQUIRED TO
EXCHANGE OR REGISTER A TRANSFER OF
(A) ANY SECURITIES FOR A PERIOD OF FIFTEEN
(15) DAYS NEXT PRECEDING ANY SELECTION OF SECURITIES TO BE REDEEMED, (B) ANY
SECURITIES OR PORTIONS THEREOF CALLED FOR REDEMPTION PURSUANT TO SECTION 3.02,
OR (C) ANY SECURITIES OR PORTIONS THEREOF SURRENDERED FOR CONVERSION PURSUANT TO
ARTICLE 10.
.
(B) THE FOLLOWING PROVISIONS SHALL APPLY ONLY TO GLOBAL SECURITIES:
(I)EACH GLOBAL SECURITY AUTHENTICATED UNDER THIS INDENTURE SHALL BE REGISTERED
IN THE NAME OF THE DEPOSITARY OR A NOMINEE THEREOF AND DELIVERED TO SUCH
DEPOSITARY OR A NOMINEE THEREOF OR CUSTODIAN THEREFOR, AND EACH SUCH GLOBAL
SECURITY SHALL CONSTITUTE A SINGLE SECURITY FOR ALL PURPOSES OF THIS INDENTURE.
(II)NOTWITHSTANDING ANY OTHER PROVISION IN THIS INDENTURE, NO GLOBAL SECURITY
MAY BE EXCHANGED IN WHOLE OR IN PART FOR SECURITIES REGISTERED, AND NO TRANSFER
OF A GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF UNLESS (A) THE DEPOSITARY
(I) HAS NOTIFIED THE COMPANY THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS
DEPOSITARY FOR SUCH GLOBAL SECURITY AND A SUCCESSOR DEPOSITARY HAS NOT BEEN
APPOINTED BY THE COMPANY WITHIN NINETY (90) DAYS OR (II) HAS CEASED TO BE A
CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT, (B) AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING OR (C) THE COMPANY, IN ITS SOLE DISCRETION, NOTIFIES
THE TRUSTEE IN WRITING THAT IT NO LONGER WISHES TO HAVE ALL