THE
TRUSTEE AS SECURITIES CUSTODIAN FOR THE DEPOSITORY PURSUANT TO SECTION 2.1 SHALL
BE TRANSFERRED TO THE BENEFICIAL OWNERS THEREOF IN THE FORM OF DEFINITIVE
SECURITIES IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF
SUCH GLOBAL SECURITY, IN EXCHANGE FOR SUCH GLOBAL SECURITY, ONLY IF SUCH
TRANSFER COMPLIES WITH SECTION 2.3 HEREOF AND (I) THE DEPOSITORY NOTIFIES THE
COMPANY THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITORY FOR SUCH GLOBAL
SECURITY AND THE DEPOSITORY FAILS TO APPOINT A SUCCESSOR DEPOSITORY OR IF AT ANY
TIME SUCH DEPOSITORY CEASES TO BE A "CLEARING AGENCY" REGISTERED UNDER THE
EXCHANGE ACT, IN EITHER CASE, AND A SUCCESSOR DEPOSITORY IS NOT APPOINTED BY THE
COMPANY WITHIN 90 DAYS OF SUCH NOTICE, OR (II) AN EVENT OF DEFAULT HAS OCCURRED
AND IS
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CONTINUING OR (III) THE COMPANY, IN ITS SOLE DISCRETION, NOTIFIES THE TRUSTEE IN
WRITING THAT IT ELECTS TO CAUSE THE ISSUANCE OF DEFINITIVE SECURITIES UNDER THIS
INDENTURE.
(I)
ANY GLOBAL SECURITY THAT IS TRANSFERABLE TO THE BENEFICIAL OWNERS
THEREOF PURSUANT TO THIS SECTION 2.4 SHALL BE SURRENDERED BY THE DEPOSITORY TO
THE TRUSTEE AT ITS PRINCIPAL CORPORATE TRUST OFFICE LOCATED IN THE BOROUGH OF
MANHATTAN, THE CITY OF NEW YORK, TO BE SO TRANSFERRED, IN WHOLE OR FROM TIME TO
TIME IN PART, WITHOUT CHARGE, AND THE TRUSTEE SHALL AUTHENTICATE AND DELIVER,
UPON SUCH TRANSFER OF EACH PORTION OF SUCH GLOBAL SECURITY, AN EQUAL AGGREGATE
PRINCIPAL AMOUNT OF DEFINITIVE SECURITIES OF AUTHORIZED DENOMINATIONS. ANY
PORTION OF A GLOBAL SECURITY TRANSFERRED PURSUANT TO THIS SECTION 2.4 SHALL BE
EXECUTED, AUTHENTICATED AND DELIVERED ONLY IN DENOMINATIONS OF $2,000 PRINCIPAL
AMOUNT AND ANY INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF AND REGISTERED IN
SUCH NAMES AS THE DEPOSITORY SHALL DIRECT. ANY DEFINITIVE SECURITY DELIVERED IN
EXCHANGE FOR AN INTEREST IN THE TRANSFER RESTRICTED SECURITY SHALL, EXCEPT AS
OTHERWISE PROVIDED BY SECTION 2.3(E) HEREOF, BEAR THE APPLICABLE RESTRICTED
SECURITIES LEGEND AND DEFINITIVE SECURITIES LEGEND SET FORTH IN EXHIBIT 1
HERETO.
(J)
SUBJECT TO THE PROVISIONS OF SECTION 2.4(B) HEREOF, THE
REGISTERED HOLDER OF A GLOBAL SECURITY SHALL BE ENTITLED TO GRANT PROXIES AND
OTHERWISE AUTHORIZE ANY PERSON, INCLUDING AGENT MEMBERS AND PERSONS THAT MAY
HOLD INTERESTS THROUGH AGENT MEMBERS, TO TAKE ANY ACTION WHICH A HOLDER IS
ENTITLED TO TAKE UNDER THE INDENTURE OR THE SECURITIES.
(k)
In the event of the occurrence of one of the events specified in
Section 2.4(a) hereof, the Company shall promptly make available to the Trustee
a reasonable supply of Definitive Securities in definitive, fully registered
form without interest coupons. In the event that such Definitive Securities are
not issued, the Company expressly acknowledges, with respect to the right of any
Holder to pursue a remedy pursuant to Section 6.06 of the Indenture, the right
of any beneficial owner of Securities to pursue such remedy with respect to the
portion of the Global Security that represents such beneficial owner's
Securities as if such Definitive Securities had been issued.
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EXHIBIT 1
to
RULE