OF CEDE & CO. OR
IN SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT HEREON 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 SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SECTION 2.04. EXECUTION AND AUTHENTICATION
.
TWO OFFICERS SHALL EXECUTE THE SECURITIES FOR THE COMPANY BY MANUAL OR
FACSIMILE SIGNATURE.
IF AN OFFICER WHOSE SIGNATURE IS ON A SECURITY NO LONGER HOLDS THAT OFFICE AT
THE TIME THE TRUSTEE AUTHENTICATES THE SECURITY, THE SECURITY SHALL BE VALID
NEVERTHELESS.
A SECURITY SHALL NOT BE VALID UNTIL THE TRUSTEE MANUALLY SIGNS THE CERTIFICATE
OF AUTHENTICATION ON THE SECURITY.
THE SIGNATURE SHALL BE CONCLUSIVE EVIDENCE
THAT THE SECURITY HAS BEEN AUTHENTICATED UNDER THIS INDENTURE AND THAT THE
HOLDER IS ENTITLED TO THE BENEFITS OF THIS INDENTURE.
THE TRUSTEE SHALL INITIALLY AUTHENTICATE SECURITIES FOR ORIGINAL ISSUE IN THE
AGGREGATE PRINCIPAL AMOUNT OF UP TO $70,757,000 UPON A WRITTEN ORDER OF THE
COMPANY SIGNED BY TWO OFFICERS OR BY AN OFFICER AND AN ASSISTANT TREASURER OF
THE COMPANY.
THE AGGREGATE PRINCIPAL AMOUNT OF THE SECURITIES OUTSTANDING AT
ANY TIME MAY NOT EXCEED THAT AMOUNT, SUBJECT TO SECTIONS 2.10 AND 2.11 AND
PROVIDED THAT THE COMPANY MAY, FROM TIME TO TIME, SUBJECT TO COMPLIANCE WITH ANY
OTHER APPLICABLE PROVISIONS OF THIS INDENTURE, WITHOUT THE CONSENT OF THE
HOLDERS, CREATE AND ISSUE PURSUANT TO THIS INDENTURE AN UNLIMITED PRINCIPAL
AMOUNT OF ADDITIONAL SECURITIES (IN EXCESS OF ANY AMOUNTS ISSUED PURSUANT TO THE
FIRST SENTENCE OF THIS PARAGRAPH) HAVING TERMS AND CONDITIONS SET FORTH IN
EXHIBIT A IDENTICAL TO THOSE OF THE OTHER OUTSTANDING SECURITIES, EXCEPT THAT
ANY SUCH ADDITIONAL SECURITIES:
(I)
MAY HAVE A DIFFERENT ISSUE DATE FROM OTHER OUTSTANDING SECURITIES;
(II)
MAY HAVE A DIFFERENT AMOUNT OF INTEREST PAYABLE ON THE FIRST
INTEREST PAYMENT DATE AFTER ISSUANCE THAN IS PAYABLE ON OTHER OUTSTANDING
SECURITIES; AND
(III)
MAY HAVE TERMS SPECIFIED IN SUCH ADDITIONAL SECURITIES MAKING
APPROPRIATE ADJUSTMENTS TO THIS ARTICLE II AND EXHIBIT A (AND RELATED
DEFINITIONS), OR OTHER PROVISIONS OF THIS INDENTURE, APPLICABLE TO SUCH
ADDITIONAL SECURITIES IN ORDER TO CONFORM TO AND ENSURE COMPLIANCE WITH THE
SECURITIES ACT (OR OTHER APPLICABLE SECURITIES LAWS) AND ANY REGISTRATION RIGHTS
OR SIMILAR AGREEMENT APPLICABLE TO SUCH ADDITIONAL SECURITIES (OR TO REFLECT THE
ABSENCE OF RESTRICTIONS ON TRANSFER IF SUCH SECURITIES HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT) OR TO REFLECT OTHER APPROPRIATE TERMS AND CONDITIONS,
WHICH ARE NOT ADVERSE IN ANY MATERIAL RESPECT TO THE HOLDER OF ANY OUTSTANDING
SECURITIES (OTHER THAN SUCH ADDITIONAL SECURITIES);
PROVIDED, THAT NO ADJUSTMENT PURSUANT TO THIS SECTION 2.04 SHALL CAUSE SUCH
ADDITIONAL SECURITIES TO CONSTITUTE, AS DETERMINED PURSUANT TO AN OPINION OF
COUNSEL, A DIFFERENT CLASS OF SECURITIES THAN THE ORIGINAL SECURITIES FOR U.S.
FEDERAL INCOME TAX PURPOSES.
SECTION 2.05. REGISTRAR, PAYING AGENT AND CONVERSION AGENT
.
THE COMPANY