EXHIBIT G-1
HERETO WITH RESPECT TO THE SERIES OF NOTES FOR SUCH CALENDAR YEAR OR, IN THE
EVENT SUCH PERSON WAS A NOTEHOLDER OF RECORD OF ANY SERIES DURING ONLY A PORTION
OF SUCH CALENDAR YEAR, FOR THE APPLICABLE PORTION OF SUCH CALENDAR YEAR, AND
SUCH OTHER ITEMS AS ARE READILY AVAILABLE TO THE ADMINISTRATIVE AGENT AND WHICH
A NOTEHOLDER SHALL REASONABLY REQUEST AS NECESSARY FOR THE PURPOSE OF SUCH
NOTEHOLDER'S PREPARATION OF ITS U.S. FEDERAL INCOME OR OTHER TAX RETURNS.
SO
LONG AS ANY OF THE NOTES ARE REGISTERED IN THE NAME OF THE INITIAL DTC OR ITS
NOMINEE, SUCH REPORT AND SUCH OTHER ITEMS WILL BE PREPARED ON THE BASIS OF SUCH
INFORMATION SUPPLIED TO THE ADMINISTRATIVE AGENT BY THE INITIAL DTC AND THE
DIRECT PARTICIPANTS, AND WILL BE DELIVERED BY THE INDENTURE TRUSTEE, WHEN
RECEIVED FROM THE ADMINISTRATIVE AGENT, TO THE DTC TO THE APPLICABLE BENEFICIAL
OWNERS IN THE MANNER DESCRIBED ABOVE.
IN THE EVENT THAT ANY SUCH INFORMATION
HAS BEEN PROVIDED BY ANY PAYING AGENT DIRECTLY TO SUCH PERSON THROUGH OTHER
TAX-RELATED REPORTS OR OTHERWISE, THE INDENTURE TRUSTEE IN ITS CAPACITY AS
PAYING AGENT SHALL NOT BE OBLIGATED TO COMPLY WITH SUCH REQUEST FOR INFORMATION.
(C)
IF REQUIRED BY THE RELATED SUPPLEMENT FOR ANY SERIES, THE
INDENTURE TRUSTEE SHALL DISTRIBUTE A COPY OF THE PAYMENT DATE SCHEDULE DELIVERED
BY THE ADMINISTRATIVE AGENT PURSUANT TO SECTION 3.13(E) TO THE HOLDERS OF THE
NOTES OF SUCH SERIES PROMPTLY AFTER RECEIVING SUCH PAYMENT DATE SCHEDULE.
(D)
AT SUCH TIME, IF ANY, AS THE NOTES OF ANY SERIES ARE ISSUED IN THE
FORM OF DEFINITIVE NOTES, THE INDENTURE TRUSTEE SHALL PREPARE AND DELIVER THE
INFORMATION DESCRIBED IN SECTION 2.14(B) TO EACH HOLDER OF RECORD OF A
DEFINITIVE NOTE OF SUCH SERIES FOR THE RELEVANT PERIOD OF BENEFICIAL OWNERSHIP
OF SUCH DEFINITIVE NOTE AS APPEARS ON THE RECORDS OF THE INDENTURE TRUSTEE.
(E)
FOLLOWING EACH PAYMENT DATE AND ANY OTHER DATE SPECIFIED HEREIN
FOR DISTRIBUTION OF ANY PAYMENTS WITH RESPECT TO THE NOTES AND PRIOR TO A
REDEMPTION, THE INDENTURE TRUSTEE SHALL CAUSE NOTICE THEREOF TO BE GIVEN (I) BY
PUBLICATION IN SUCH ENGLISH LANGUAGE NEWSPAPER OR NEWSPAPERS AS THE INDENTURE
TRUSTEE SHALL APPROVE HAVING A GENERAL CIRCULATION IN EUROPE, (II) BY EITHER OF
(A) THE INFORMATION CONTAINED IN SUCH NOTICE APPEARING ON THE RELEVANT PAGE OF
THE REUTERS SCREEN OR SUCH OTHER MEDIUM FOR THE ELECTRONIC DISPLAY OF DATA AS
MAY BE APPROVED BY THE INDENTURE TRUSTEE AND NOTIFIED TO NOTEHOLDERS OR
(B) PUBLICATION IN THE FINANCIAL TIMES AND THE WALL STREET JOURNAL (NATIONAL
EDITION) OR, IF EITHER NEWSPAPER SHALL CEASE TO BE PUBLISHED OR TIMELY
PUBLICATION THEREIN SHALL NOT BE PRACTICABLE, IN SUCH ENGLISH LANGUAGE NEWSPAPER
OR NEWSPAPERS AS THE INDENTURE TRUSTEE SHALL APPROVE HAVING A GENERAL
CIRCULATION IN EUROPE AND THE UNITED STATES AND (III) UNTIL SUCH TIME AS ANY
DEFINITIVE NOTES ARE ISSUED AND, SO LONG AS THE NOTES OF ANY SERIES ARE
REGISTERED WITH THE DTC, EUROCLEAR AND/OR CLEARSTREAM, DELIVERY OF THE RELEVANT
NOTICE TO THE