GLOBAL DEBENTURE, AND SUCH DEPOSITARY MAY BE TREATED BY THE
COMPANY, THE TRUSTEE AND ANY AGENT OF THE COMPANY OR THE TRUSTEE AS THE OWNER OF
SUCH GLOBAL DEBENTURE FOR ALL PURPOSES WHATSOEVER.
NONE OF THE COMPANY, THE
TRUSTEE NOR ANY AGENT OF THE COMPANY OR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY
OR LIABILITY FOR ANY ASPECT OF THE RECORDS RELATING TO OR PAYMENTS MADE ON
ACCOUNT OF BENEFICIAL OWNERSHIP INTERESTS OF A GLOBAL DEBENTURE OR MAINTAINING,
SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH BENEFICIAL OWNERSHIP
INTERESTS.
NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL PREVENT THE
COMPANY, THE TRUSTEE OR ANY AGENT OF THE COMPANY OR THE TRUSTEE FROM GIVING
EFFECT TO ANY WRITTEN CERTIFICATION, PROXY OR OTHER AUTHORIZATION FURNISHED BY A
DEPOSITARY OR IMPAIR, AS BETWEEN A DEPOSITARY AND SUCH HOLDERS OF BENEFICIAL
INTERESTS, THE OPERATION OF CUSTOMARY PRACTICES GOVERNING THE EXERCISE OF THE
RIGHTS OF THE DEPOSITARY (OR ITS NOMINEE) AS HOLDER OF ANY DEBENTURE.
ARTICLE III.
PARTICULAR COVENANTS OF THE COMPANY
SECTION 3.1.
PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST; AGREED
TREATMENT OF THE DEBENTURES.
(A)
THE COMPANY COVENANTS AND AGREES THAT IT WILL DULY AND PUNCTUALLY
PAY OR CAUSE TO BE PAID THE PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST AND
ANY ADDITIONAL INTEREST AND OTHER PAYMENTS ON THE DEBENTURES AT THE PLACE, AT
THE RESPECTIVE TIMES AND IN THE MANNER PROVIDED IN THIS INDENTURE AND THE
DEBENTURES. EACH INSTALLMENT OF INTEREST ON THE DEBENTURES MAY BE PAID (I) BY
MAILING CHECKS FOR SUCH INTEREST PAYABLE TO THE ORDER OF THE HOLDERS OF
DEBENTURES ENTITLED THERETO AS THEY APPEAR ON THE REGISTRY BOOKS OF THE COMPANY
IF A REQUEST FOR A WIRE TRANSFER HAS NOT BEEN RECEIVED BY THE COMPANY OR (II) BY
WIRE TRANSFER TO ANY ACCOUNT WITH A BANKING INSTITUTION LOCATED IN THE UNITED
STATES DESIGNATED IN WRITING BY SUCH PERSON TO THE PAYING AGENT NO LATER THAN
THE RELATED RECORD DATE.
NOTWITHSTANDING THE FOREGOING, SO LONG AS THE HOLDER
OF THIS DEBENTURE IS THE INSTITUTIONAL TRUSTEE, THE PAYMENT OF THE PRINCIPAL OF
AND INTEREST ON THIS DEBENTURE WILL BE MADE IN IMMEDIATELY AVAILABLE FUNDS AT
SUCH PLACE AND TO SUCH ACCOUNT AS MAY BE DESIGNATED BY THE INSTITUTIONAL
TRUSTEE.
(B)
THE COMPANY WILL TREAT THE DEBENTURES AS INDEBTEDNESS, AND THE
AMOUNTS PAYABLE IN RESPECT OF THE PRINCIPAL AMOUNT OF SUCH DEBENTURES AS
INTEREST, FOR ALL UNITED STATES FEDERAL INCOME TAX PURPOSES.
ALL PAYMENTS IN
RESPECT OF SUCH DEBENTURES WILL BE MADE FREE AND CLEAR OF UNITED STATES
WITHHOLDING TAX TO ANY BENEFICIAL OWNER THEREOF THAT HAS PROVIDED AN INTERNAL
REVENUE SERVICE FORM W8 BEN (OR ANY SUBSTITUTE OR SUCCESSOR FORM) ESTABLISHING
ITS NON-UNITED STATES STATUS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
(C)
AS OF THE DATE OF THIS INDENTURE, THE COMPANY HAS NO PRESENT
INTENTION TO EXERCISE ITS RIGHT UNDER SECTION 2.11 TO DEFER PAYMENTS OF INTEREST
ON THE DEBENTURES BY COMMENCING AN EXTENSION PERIOD.
(D)
AS OF THE DATE OF THIS INDENTURE, THE COMPANY BELIEVES THAT THE
LIKELIHOOD THAT IT WOULD