defined by SEC rule have the meanings
assigned to them.
SECTION 1.04. RULES OF CONSTRUCTION
.
Unless the context otherwise requires:
a term has the meaning assigned to it;
an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles:
"or" is not exclusive; and
words in the singular include the plural, and in the plural include the
singular.
ARTICLE TWO
THE SECURITIES
SECTION 2.01. FORM AND DATING
.
THE SECURITIES AND THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION SHALL BE
SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT A.
THE TERMS AND PROVISIONS
CONTAINED IN THE FORM OF SECURITY ATTACHED AS EXHIBIT A HERETO SHALL CONSTITUTE,
AND ARE HEREBY EXPRESSLY MADE, A PART OF THIS INDENTURE AND, TO THE EXTENT
APPLICABLE, THE COMPANY AND THE TRUSTEE, BY THEIR EXECUTION AND DELIVERY OF THIS
INDENTURE, EXPRESSLY AGREE TO SUCH TERMS AND PROVISIONS AND TO BE BOUND
THEREBY.
THE SECURITIES MAY HAVE NOTATIONS, LEGENDS OR ENDORSEMENTS REQUIRED BY
LAW, THE DEPOSITARY, STOCK EXCHANGE RULE OR USAGE.
THE COMPANY SHALL APPROVE
THE FORM OF THE SECURITIES AND ANY NOTATION, LEGEND OR ENDORSEMENT ON THEM.
EACH SECURITY SHALL BE DATED THE DATE OF ITS AUTHENTICATION.
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR BOOK-ENTRY SETTLEMENT WITH THE
DEPOSITARY, OR UNLESS OTHERWISE REQUIRED BY LAW, OR OTHERWISE CONTEMPLATED BY
SECTION 2.08(A), ALL OF THE SECURITIES WILL BE REPRESENTED BY ONE OR MORE
SECURITIES IN GLOBAL FORM REGISTERED IN THE NAME OF THE DEPOSITARY OR THE
NOMINEE OF THE DEPOSITARY (A "GLOBAL SECURITY").
THE TRANSFER AND EXCHANGE OF
BENEFICIAL INTERESTS IN ANY SUCH GLOBAL SECURITY SHALL BE EFFECTED THROUGH THE
DEPOSITARY IN ACCORDANCE WITH THIS INDENTURE AND THE APPLICABLE PROCEDURES OF
THE DEPOSITARY.
EXCEPT AS PROVIDED IN SECTION 2.08(A), BENEFICIAL OWNERS OF A
GLOBAL SECURITY SHALL NOT BE ENTITLED TO HAVE CERTIFICATES REGISTERED IN THEIR
NAMES, WILL NOT RECEIVE OR BE ENTITLED TO RECEIVE PHYSICAL DELIVERY OF
CERTIFICATES IN DEFINITIVE FORM AND WILL NOT BE CONSIDERED HOLDERS OF SUCH
GLOBAL SECURITY.
ANY GLOBAL SECURITY SHALL REPRESENT SUCH OF THE OUTSTANDING SECURITIES AS SHALL
BE SPECIFIED THEREIN AND SHALL PROVIDE THAT IT SHALL REPRESENT THE AGGREGATE
AMOUNT OF OUTSTANDING SECURITIES FROM TIME TO TIME ENDORSED THEREON AND THAT THE
AGGREGATE AMOUNT OF OUTSTANDING SECURITIES REPRESENTED THEREBY MAY FROM TIME TO
TIME BE INCREASED TO REFLECT ANY ADDITIONAL SECURITIES CREATED AND ISSUED OR
REDUCED TO REFLECT REDEMPTIONS, REPURCHASES, CONVERSIONS, TRANSFERS OR EXCHANGES
PERMITTED HEREBY.
ANY ENDORSEMENT OF A GLOBAL SECURITY TO REFLECT THE AMOUNT OF
ANY INCREASE OR DECREASE IN THE AMOUNT OF OUTSTANDING SECURITIES REPRESENTED
THEREBY SHALL BE MADE BY THE TRUSTEE OR THE CUSTODIAN, AT THE DIRECTION OF THE
TRUSTEE, IN SUCH MANNER AND UPON INSTRUCTIONS GIVEN BY THE HOLDER OF SUCH
SECURITIES IN ACCORDANCE WITH THIS INDENTURE.
PAYMENT OF PRINCIPAL OF AND
INTEREST AND PREMIUM, IF ANY, ON ANY GLOBAL SECURITY SHALL BE MADE TO THE HOLDER
OF SUCH SECURITY.
SECTION 2.02. DATE AND DENOMINATION OF SECURITIES; PAYMENTS OF INTEREST
.
THE SECURITIES SHALL BE ISSUABLE IN REGISTERED