Common use of SECTION 305 Clause in Contracts

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, Registration of Transfer and Exchange. Exchange --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amountamount at maturity. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amountamount at maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 10101009, 1018 1016 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the an office or agency of the Company designated pursuant to Section 10021002 for such purpose, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 1108 or 1108 not involving any transfer1202. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it the Company or the Trustee may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of the Company designated pursuant to Section 1002Payment for that series, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amountamount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount, amount and tenor upon surrender of the Securities to be exchanged at such office or agencya Place of Payment for the applicable series. Whenever any Securities are so surrendered for exchange, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the Holder, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption or for exchange payment shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, Registrar and duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 906 or 1108 1107 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The ----------------------------------- With respect to the Registered Securities of each series, if any, the Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the each such register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") at an Office or Agency for ----------------- such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of Securitiesthe Registered Securities of such series. The Security Register Such Office or Agency shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for that series ------------------ of Securities. Unless otherwise specified in or pursuant to this Indenture or the purpose Securities, the Trustee shall be the initial Security Registrar for each series of registering Securities Securities. The Company shall have the right to remove and transfers replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a -------- ---- successor Security Registrar with respect to such series of Securities as herein providedshall have been appointed by the Company and shall have accepted such appointment. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities. Upon surrender for registration of transfer of any Registered Security of any series at the office any Office or agency of the Company designated pursuant to Section 1002Agency for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of any the same series denominated as authorized denomination in or denominations pursuant to this Indenture, of a like aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denomination denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any applicable Office or Agency for such office or agencyseries. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Registered Securities of any series may not be exchanged for Bearer Securities. At the option of the Holder, definitive Bearer Securities of such series may be exchanged at any time (except as otherwise provided in this Indenture) for Registered Securities or Bearer Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any applicable Office or Agency for such series located outside the United States, with any and all unmatured Coupons and any and all matured Coupons in default thereto appertaining; provided that if and so long as -------- ---- Registered Securities of a series are represented solely by a permanent global Registered Security, such definitive Bearer Securities will only be exchangeable for an interest in the permanent global Registered Security as set forth in this Section 305. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise -------- ------- provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an applicable Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment or Defaulted Interest, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities (with all Coupons, in the case of the issuance of Bearer Securities), which the Holder making the exchange is entitled to receive. If the Holder of definitive Bearer Securities or definitive Registered Securities requests in writing that such Securities be exchanged for an interest in the applicable permanent global Registered Security, such Bearer Securities or Registered Securities (as the case may be) will be exchangeable into an equal aggregate principal amount of beneficial interest in the permanent global Registered Security; provided that in the case of definitive Bearer Securities, -------- ---- such Bearer Securities are only exchanged in the manner set forth in this Section 305 with respect to the exchange of definitive Bearer Securities for Registered Securities and in the case of Registered Securities, such exchange is made in accordance with the rules and procedures then in effect of the Depository. Upon any exchange as provided in the immediately preceding sentence, the Trustee shall cancel such Bearer Securities or Registered Securities (as the case may be) and cause, or direct any custodian for the permanent global Registered Security to cause, in accordance with the standing instructions and procedures existing between the Depository and any such custodian, the aggregate principal amount of Securities represented by the permanent global Registered Security to be increased accordingly. If no permanent global Registered Securities are then outstanding, the Company shall issue and the Trustee shall authenticate a new permanent global Registered Security in the appropriate principal amount. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any permanent global Registered Security shall be exchangeable for Definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as Depository or ceases to be a clearing agency registered under the Exchange Act (if so required by applicable law or regulation) and a successor depository is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such permanent global Registered Security shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a permanent global Registered Security are entitled to exchange such interests for Definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee Definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of such permanent global Registered Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Registered Security shall be surrendered from time to time by the U.S. Depository or such other Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such other Depository, as the case may be (which instructions shall be in writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for Definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered permanent global Registered Security, a like aggregate principal amount of Definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Registered Security to be exchanged, which shall be in the form of Registered Securities; provided, however, that no such exchanges may occur during a period -------- ------- beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending at the close of business on the day of such selection. Promptly following any such exchange in part, a permanent global Registered Security for the portions not exchanged shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent global Registered Security after the close of business at the applicable Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Registered Security shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany , evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security RegistrarRegistrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, Registrar for such Security duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any stamp or similar tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 9061107 or 1202, 1010or upon repayment in part of any Registered Security pursuant to Article Fifteen, 1018 or 1108 in each case not involving any transfer. The Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange any Security Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities to be redeemed of like tenor and the same series under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemption selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the unredeemed portion case of any Security being to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

SECTION 305. Registration, ; Registration of Transfer and Exchange. --------------------------------------------------- The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amountnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amountnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to Section 304, 906, 1010, 1018 or 1108 Sections 306 and 805 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Security Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Security Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) to issueif the Final Settlement Date has occurred, register deliver the transfer shares of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Common Stock issuable in respect of the relevant notice Purchase Contracts forming a part of redemption the Securities evidenced by such Security Certificate, or (ii) if a Termination Event shall have occurred prior to register the Final Settlement Date, transfer the principal amount of or exchange any the Underlying Securities evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Certificates:

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Such Security Register shall distinguish between Rule 144A Securities and Exchange Securities. Upon surrender for registration of transfer of any Security at the an office or agency of the Company designated pursuant to Section 10021002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and (subject to the provisions in the Rule 144A Securities regarding the payment of Additional Interest) entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 906 or 1108 or in accordance with any Offer to Purchase pursuant to Section 1013 and 1017 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.. All Rule 144A Securities initially issued hereunder shall, upon issuance, bear the legend specified in Section 202 to be applied to such a Security and such required legend shall not be removed unless the Company shall have delivered to the Trustee (and the Securities Registrar, if other than the Trustee) a Company Order which states that the Security may be issued without such legend thereon. If such legend required for a Rule 144A Security has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such Security shall bear such legend, unless the Company has reasonable cause to believe that such other Security is a "restricted security" within the meaning of Rule 144 and instructs the Trustee to cause a legend to appear thereon. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

SECTION 305. Registration, ; Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office one of the Trustee offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timesPursuant to Section 301, the Security Register Company shall be open appoint, with respect to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the Debt Securities of each series which are Registered Securities, a "Security Registrar") " for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company designated pursuant to Section 1002maintained for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series of any authorized denomination or denominations denominations, of a like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denomination form and denomination, of a like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. All If at any time the Depositary for the Debt Securities issued upon of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any registration time the Depositary for the Debt Securities of transfer or exchange of Securities such series shall no longer be eligible under Section 303(h), the valid obligations of the Company, evidencing the same debt, and entitled Company shall appoint a successor Depositary with respect to the same benefits under this Indenture, as Debt Securities of such series. If a successor Depositary for the Debt Securities surrendered upon of such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 301(9) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security Registrar) or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities shall no longer be duly endorsedrepresented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or be accompanied Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a written instrument series of transferDebt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for Debt Securities of such series of like tenor and terms and in definitive form satisfactory on such terms as are acceptable to the Company and the Security Registrarsuch Depositary. Thereupon, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient shall execute, and the Trustee shall authenticate and deliver, without charge to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Holder,

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Trustee Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 802 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities CVRs and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the TrusteeCVRs. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities CVRs and transfers of Securities CVRs as herein provided. Upon surrender for registration of transfer of any Security CVR at the office or agency of the Company designated pursuant to Section 1002802, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities CVR Certificates representing the same aggregate number of any authorized denomination CVRs represented by the CVR Certificate so surrendered that are to be transferred and the Company shall execute and the Trustee shall authenticate and deliver, in the name of the transferor, one or denominations of a like aggregate principal amountmore new CVR Certificates represented by such CVR Certificate that are not to be transferred. At the option of the Holder, Securities CVR Certificates may be exchanged for other Securities CVR Certificates that represent in the aggregate the same number of any authorized denomination and of a like aggregate principal amount, upon surrender of CVRs as the Securities to be exchanged CVR Certificates surrendered at such office or agency. Whenever any Securities CVR Certificates are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities CVR Certificates which the Holder making the exchange is entitled to receive. All Securities CVRs issued upon any registration of transfer or exchange of Securities CVRs shall be the valid obligations of the Company, evidencing the same debtright, and entitled to the same benefits under this IndentureAgreement, as the Securities CVRs surrendered upon such registration of transfer or exchange. Every Security CVR presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge to Holders shall be made for any registration of transfer or exchange or redemption of SecuritiesCVRs, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesCVRs, other than exchanges pursuant to Section 304, 906, 1010, 1018 304 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- ---------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 10101009, 1018 1016 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, ; Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change any Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Security Registrar. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated pursuant to Section 1002in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every definitive Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, and each Security (either Global or definitive) shall be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, Registrar duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 906 or 1108 1107 not involving any transfer. The If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, neither the Company nor the Trustee shall not be required (iA) to issue, register the transfer of or exchange any Security Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the selection day of the sending of a notice of redemption of any such Securities to be redeemed selected for redemption under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemption sending, or (iiB) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Neither the Trustee nor the Security Registrar shall have any responsibility or liability for any actions taken or not taken by the Depositary. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

SECTION 305. Registration, Registration of Transfer and ------------------------------------------ Exchange. --------------------------------------------------- --------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 1009 or 1108 1016 not involving any transfer. The Company shall not be required SECTION 306. Mutilated, Destroyed, Lost and Stolen ------------------------------------- Securities. ----------- If (i) any mutilated Security is surrendered to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption Trustee or (ii) the Company and the Trustee receive evidence to register their satisfaction of the transfer destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity sufficient to save each of them harmless, then, in the absence of actual notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Security so selected for redemption in whole or in part, except the unredeemed portion lieu of any such destroyed, lost or stolen Security, a new Security being redeemed of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in partits discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other similar governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The ----------------------------------- With respect to the Registered Securities of each series, if any, the Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the each such register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") at an Office or Agency for ----------------- such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of Securitiesthe Registered Securities of such series. The Security Register Such Office or Agency shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for that series ------------------ of Securities. Unless otherwise specified in or pursuant to this Indenture or the purpose Securities, the Trustee shall be the initial Security Registrar for each series of registering Securities Securities. The Company shall have the right to remove and transfers replace from time to time the Security Registrar for any series of Securities; provided -------- that no such removal or replacement shall be effective until a successor ---- Security Registrar with respect to such series of Securities as herein providedshall have been appointed by the Company and shall have accepted such appointment. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities. Upon surrender for registration of transfer of any Registered Security of any series at the office any Office or agency of the Company designated pursuant to Section 1002Agency for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of any the same series denominated as authorized denomination in or denominations pursuant to this Indenture, of a like aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions, having endorsed thereon the Guarantee duly executed by the Guarantor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denomination denominations, and of a like aggregate principal amount, upon surrender for cancellation of the Securities to be exchanged at any applicable Office or Agency for such office or agencyseries. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive, having endorsed thereon Guarantees of the Guarantor which the Holder is entitled to receive. Registered Securities of any series may not be exchanged for Bearer Securities. At the option of the Holder, definitive Bearer Securities of such series may be exchanged at any time (except as otherwise provided in this Indenture) for Registered Securities or Bearer Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender for cancellation of the Bearer Securities to be exchanged at any applicable Office or Agency for such series located outside the United States, with any and all unmatured Coupons and any and all matured Coupons in default thereto appertaining; provided that if -------- ---- and so long as Registered Securities of a series are represented solely by a permanent global Registered Security, such definitive Bearer Securities will only be exchangeable for an interest in the permanent global Registered Security as set forth in this Section 305. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company, the Guarantor and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company, the Guarantor and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, -------- however, that, except as otherwise provided in Section 1002, interest ------- represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an applicable Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities (with all Coupons, in the case of the issuance of Bearer Securities), having endorsed thereon Guarantees of the Guarantor, which the Holder making the exchange is entitled to receive. If the Holder of definitive Bearer Securities or definitive Registered Securities requests in writing that such Securities be exchanged for an interest in the applicable permanent global Registered Security, such Bearer Securities or Registered Securities (as the case may be) will be exchangeable into an equal aggregate principal amount of beneficial interest in the permanent global Registered Security; provided that in the case of definitive Bearer Securities, -------- ---- such Bearer Securities are only exchanged in the manner set forth in this Section 305 with respect to the exchange of definitive Bearer Securities for Registered Securities and in the case of Registered Securities, such exchange is made in accordance with the rules and procedures then in effect of the Depository. Upon any exchange as provided in the immediately preceding sentence, the Trustee shall cancel such Bearer Securities or Registered Securities (as the case may be) and cause, or direct any custodian for the permanent global Registered Security to cause, in accordance with the standing instructions and procedures existing between the Depository and any such custodian, the aggregate principal amount of Securities represented by the permanent global Registered Security to be increased accordingly. If no permanent global Registered Securities are then outstanding, the Company shall issue and the Trustee shall authenticate a new permanent global Registered Security in the appropriate principal amount, having endorsed thereon a Guarantee duly executed by the Guarantor. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any permanent global Registered Security shall be exchangeable for Definitive Securities in registered form only if (i) the Depository is at any time unwilling, unable or ineligible to continue as Depository or ceases to be a clearing agency registered under the Exchange Act (if so required by applicable law or regulation) and a successor depository is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such permanent global Registered Security shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a permanent global Registered Security are entitled to exchange such interests for Definitive Securities in registered form as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee Definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of such permanent global Registered Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Registered Security shall be surrendered from time to time by the U.S. Depository or such other Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such other Depository, as the case may be (which instructions shall be in writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for Definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered permanent global Registered Security, a like aggregate principal amount of Definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Registered Security to be exchanged, which shall be in the form of Registered Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending at the close of business on the day of such selection. Promptly following any such exchange in part, a permanent global Registered Security for the portions not exchanged shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent global Registered Security after the close of business at the applicable Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Registered Security shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities Securities, and all Guarantees endorsed thereon, shall be the valid obligations of the CompanyCompany or the Guarantor, as the case may be, evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities and all the Guarantees endorsed thereon surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security RegistrarRegistrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, Registrar for such Security duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any stamp or similar tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906905, 10101107 or 1202, 1018 or 1108 upon repayment in part of any Registered Security pursuant to Article Fifteen, in each case not involving any transfer. The Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange any Security Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities to be redeemed of like tenor and the same series under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemption selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the unredeemed portion case of any Security being to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- ----------------------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount. Furthermore, any Holder of the U.S. Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder at such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange -------- of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 10101015, 1018 1016 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon If and so long as the Trustee is not the Security Registrar, the Trustee shall have the right to inspect the Security Register during normal business hours. Subject to Section 311 hereof, upon surrender for registration of transfer of any Security at the an office or agency of the Company designated pursuant to Section 10021002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarTrustee duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No Other than as expressly set forth herein or in the Securities, no service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 or 1108 not involving any transfer. The Company shall not be required to make, and the Trustee need not register, transfers or exchanges of (i) to issueSecurities selected for redemption (except, register in the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection case of Securities to be redeemed under Section 1104 in part, the portion thereof not to be redeemed), (ii) any Securities in respect of which a Purchase Notice or Repurchase Notice has been given and ending at not withdrawn by the close Holder thereof in accordance with the terms of business on this Indenture (except, in the day case of such Securities to be purchased in part, the portion thereof not to be purchased) or (iii) any Securities for a period of 15 days before the mailing of the relevant a notice of redemption or (ii) of Securities to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partbe redeemed.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The ----------------------------------- With respect to the Registered Securities of each series, if any, the Company shall cause to be kept kept, at the Corporate Trust Office an office or agency of the Trustee Company or the Guarantor maintained pursuant to Section 1102, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company or the Guarantor shall provide for the registration of the Registered Securities of each series and of transfers of the Registered Securities of each series. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The Issuer shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Issuer and shall have accepted such appointment by the Issuer. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At for such series at all reasonable times, the . There shall be only one Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose each series of registering Securities and transfers of Securities as herein providedSecurities. Upon surrender for registration of transfer of any Registered Security of any series at the any office or agency of the Company designated or the Guarantor maintained for that series pursuant to Section 10021102, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities (having Guarantees duly endorsed thereon) of the same series of any authorized denomination or denominations denominations, of a like aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denomination denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities (having Guarantees duly endorsed thereon) which the Holder making the exchange is entitled to receive. If so provided with respect to Securities of a series, at the option of the Holder, Bearer Securities of any such series may be exchanged for Registered Securities of the same series containing identical terms and provisions, of any authorized denominations and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section -------- ------- 1102, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. If expressly provided with respect to the Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided with respect to such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities (having Guarantees duly endorsed thereon) which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any global Security shall be exchangeable only if (i) the Securities Depository is at any time unwilling or unable to continue as Securities Depository and a successor depository is not appointed by the Company within 60 days, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of any authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series (having Guarantees duly endorsed thereon) in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Securities shall be surrendered from time to time by the U.S. Depository or such other depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such depository, as the case may be, which instructions shall be in writing but need not comply with Section 102 or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged which (unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as specified as contemplated by Section 301) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such -------- ------- exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise -------- ------- specified as contemplated by Section 301) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such depository or the U.S. Depository, as the case may he, or such other depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security is payable in accordance with the provisions of this Indenture. All Securities and the Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantor, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and the Guarantees endorsed thereon surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security RegistrarRegistrar for such series of Security presented) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the such Security Registrar, Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 1006 or 1108 1207 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities to be redeemed of that series under Section 1104 1203 and ending at the close of business on the day of such mailing of the relevant notice of redemption selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the unredeemed portion case of any Security being to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to Securities of a series, that such a Bearer Security may be exchanged for a Registered Security of that series, provided that such Registered Security shall be immediately surrendered for -------- redemption with written instruction for payment consistent with the provisions of this Indenture.

SECTION 305. Registration, ; Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office one of the Trustee offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timesPursuant to Section 301, the Security Register Company shall be open appoint, with respect to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the Debt Securities of each series which are Registered Securities, a "Security Registrar") " for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company designated pursuant to Section 1002maintained for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series of any authorized denomination or denominations denominations, of a like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denomination form and denomination, of a like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency of (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. All If at any time the Depositary for the Debt Securities issued upon of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any registration time the Depositary for the Debt Securities of transfer or exchange of Securities such series shall no longer be eligible under Section 303(h), the valid obligations of the Company, evidencing the same debt, and entitled Company shall appoint a successor Depositary with respect to the same benefits under this Indenture, as Debt Securities of such series. If a successor Depositary for the Debt Securities surrendered upon of such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 301(11) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security Registrar) or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities shall no longer be duly endorsedrepresented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or be accompanied Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a written instrument series of transferDebt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for Debt Securities of such series of like tenor and terms and in definitive form satisfactory on such terms as are acceptable to the Company and the Security Registrarsuch Depositary. Thereupon, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiesshall execute, other than exchanges pursuant to Section 304and the Trustee shall authenticate and deliver, 906, 1010, 1018 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.without service charge,

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Security Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities Notes and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the TrusteeNotes. The Trustee is hereby initially appointed as security registrar (the "Security Note Registrar") " for the purpose of registering Securities Notes and transfers of Securities Notes as herein provided, the "Conversion Agent" for the purpose of converting the Notes as provided herein and the "Paying Agent" for the purpose of paying Principal of and interest on the Notes on behalf of the Company as provided herein. Upon surrender for registration of transfer of any Security Note at the an office or agency of the Company designated pursuant to Section 10021002 for such purpose, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities Notes of any authorized denomination or denominations denominations, of a like aggregate principal amount. At Subject to Section 302, at the option of the Holder, Securities Notes may be exchanged for other Securities Notes of any authorized denomination and denominations, of a like aggregate principal amount, upon surrender of the Securities Notes to be exchanged at such office or agency. Whenever any Securities Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities Notes which the Holder making the exchange is entitled to receive. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarNote Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesNotes, but the Company may require payment of a sum sufficient from a Holder requesting such transfer or exchange to cover any tax or other governmental government charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section 304, 906, 1010, 1018 907 or 1108 not involving any transfer. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of (ia) Notes selected for redemption during the 15-day (or shorter) period after the Trustee is notified of a redemption and preceding the mailing of a notice of such redemption to issuethe Holders in accordance with Article Eleven (except, register in the transfer case of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities Notes to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion thereof not to be redeemed) or (b) any Notes with respect to which a repurchase election has been tendered and not withdrawn by the Holder thereof in accordance with Section 1005 (except, in the case of any Security being redeemed Notes tendered for purchase in part, the portion thereof not to be purchased).

SECTION 305. Registration, ; Registration of Transfer and Exchange. --------------------------------------------------- The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amountnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amountnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to Section 304, 906, 1010, 1018 or 1108 Sections 306 and 805 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Security Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Security Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) to issueif the Final Settlement Date has occurred, register deliver the transfer shares of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Common Stock issuable in respect of the relevant notice Purchase Contracts forming a part of redemption the Securities evidenced by such Security Certificate, or (ii) if a Termination Event shall have occurred prior to register the Final Settlement Date, transfer the principal amount of or exchange any the Treasury Notes evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Certificates:

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. The Company may appoint one or more co-Security Registrars. At all reasonable times the Security Register shall be open for inspection by the Company. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations denominations, of a like aggregate principal amount. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, Securities of the Securities same series which the Holder making the exchange is entitled to receive; provided that no exchange of Series A Securities for Series B Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Series A Securities exchanged for the Series B Securities shall be canceled. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange exchange, repurchase or redemption, shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or transfer, exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover except in certain circumstances for any tax tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiestherewith, other than exchanges pursuant to Section Sections 303, 304, 305, 308, 906, 10101013, 1018 1016 or 1108 not involving any transfer. The Neither the Company nor the Security Registrar shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Every Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Security pursuant to Section 202, and to the restrictions set forth in this Section 305, and the Holder of each Security, by such Holder's acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. The restrictions imposed by this Section 305 upon the transferability of any particular Security shall cease and terminate on (a) the later of October 16, 1999 or two years after the last date on which the Company or any Affiliate of the Company was the owner of such Security (or any predecessor of such Security) or (b) (if earlier) if and when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 or Rule 904 under the Securities Act (or any successor provision), unless the Holder thereof is an affiliate of the Company within the meaning of Rule 144 (or such successor provisions). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Security for exchange to the Security Registrar in accordance with the provision of this Section 305 (accompanied, in the event that such restrictions on transfer have terminated pursuant to Rule 144 or Rule 904 (or any successor provision), by an Opinion of Counsel satisfactory to the Company and the Trustee, to the effect that the transfer of such Security has been made in compliance with Rule 144 or Rule 904 (or any such successor provision)), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Company shall inform the Trustee of the effective date of any Registration Statement registering the Securities under the Securities Act no later than two Business Days after such effective date. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any U.S. Global Security, whether pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a U.S. Global Security and bear the legend specified in Section 202.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The ----------------------------------- With respect to the Registered Securities of each series, if any, the Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the each such register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") at an Office or Agency for ----------------- such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of Securitiesthe Registered Securities of such series. The Security Register Such Office or Agency shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for that series ------------------ of Securities. Unless otherwise specified in or pursuant to this Indenture or the purpose Securities, the Trustee shall be the initial Security Registrar for each series of registering Securities Securities. The Company shall have the right to remove and transfers replace from time to time the Security Registrar for any series of Securities; provided -------- that no such removal or replacement shall be effective until a successor ---- Security Registrar with respect to such series of Securities as herein providedshall have been appointed by the Company and shall have accepted such appointment. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities. Upon surrender for registration of transfer of any Registered Security of any series at the office any Office or agency of the Company designated pursuant to Section 1002Agency for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of any the same series denominated as authorized denomination in or denominations pursuant to this Indenture, of a like aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denomination denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any applicable Office or Agency for such office or agencyseries. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Registered Securities of any series may not be exchanged for Bearer Securities. At the option of the Holder, definitive Bearer Securities of such series may be exchanged at any time (except as otherwise provided in this Indenture) for Registered Securities or Bearer Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any applicable Office or Agency for such series located outside the United States, with any and all unmatured Coupons and any and all matured Coupons in default thereto appertaining; provided that if and so long as -------- ---- Registered Securities of a series are represented solely by a permanent global Registered Security, such definitive Bearer Securities will only be exchangeable for an interest in the permanent global Registered Security as set forth in this Section 305. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise -------- ------- provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an applicable Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment or Defaulted Interest, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities (with all Coupons, in the case of the issuance of Bearer Securities), which the Holder making the exchange is entitled to receive. If the Holder of definitive Bearer Securities or definitive Registered Securities requests in writing that such Securities be exchanged for an interest in the applicable permanent global Registered Security, such Bearer Securities or Registered Securities (as the case may be) will be exchangeable into an equal aggregate principal amount of beneficial interest in the permanent global Registered Security; provided that in the case of definitive Bearer Securities, -------- ---- such Bearer Securities are only exchanged in the manner set forth in this Section 305 with respect to the exchange of definitive Bearer Securities for Registered Securities and in the case of Registered Securities, such exchange is made in accordance with the rules and procedures then in effect of the Depository. Upon any exchange as provided in the immediately preceding sentence, the Trustee shall cancel such Bearer Securities or Registered Securities (as the case may be) and cause, or direct any custodian for the permanent global Registered Security to cause, in accordance with the standing instructions and procedures existing between the Depository and any such custodian, the aggregate principal amount of Securities represented by the permanent global Registered Security to be increased accordingly. If no permanent global Registered Securities are then outstanding, the Company shall issue and the Trustee shall authenticate a new permanent global Registered Security in the appropriate principal amount. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any permanent global Registered Security shall be exchangeable for Definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as Depository or ceases to be a clearing agency registered under the Exchange Act (if so required by applicable law or regulation) and a successor depository is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such permanent global Registered Security shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a permanent global Registered Security are entitled to exchange such interests for Definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee Definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of such permanent global Registered Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Registered Security shall be surrendered from time to time by the U.S. Depository or such other Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such other Depository, as the case may be (which instructions shall be in writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for Definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered permanent global Registered Security, a like aggregate principal amount of Definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Registered Security to be exchanged, which shall be in the form of Registered Securities; provided, however, that no such exchanges may occur during a period -------- ------- beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending at the close of business on the day of such selection. Promptly following any such exchange in part, a permanent global Registered Security for the portions not exchanged shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent global Registered Security after the close of business at the applicable Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment of Defaulted Interest, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Registered Security shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security RegistrarRegistrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, Registrar for such Security duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any stamp or similar tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 9061107 or 1202, 1010or upon repayment in part of any Registered Security pursuant to Article Fifteen, 1018 or 1108 in each case not involving any transfer. The Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange any Security Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities to be redeemed of like tenor and the same series under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemption selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the unredeemed portion case of any Security being to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee or an agent thereof or of the Company shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations denominations, of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 906, 10101015, 1018 or 1108 not involving any transfer. The Neither the Company nor the Security Registrar shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business (i) 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) 15 days before an Interest Payment Date and ending on the close of business on the Interest Payment Date, or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for each series of Securities (the register registers maintained in such office and or in any other such office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes referred to collectively as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timesThe Trustee, the Security Register shall be open to inspection by the Trustee. The Trustee at its Corporate Trust Office, is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided. Upon In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times. Subject to the provisions of this Section 305, upon surrender for registration of transfer of any Registered Security of any series at the any office or agency of the Company designated pursuant to Section 1002in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions. Subject to the provisions of this Section 305, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any such Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. All Securities issued upon Unless otherwise specified with respect to any registration of transfer or exchange series of Securities shall as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) permitted by the valid obligations applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the CompanyHolder, evidencing Bearer Securities of any series may be exchanged for Registered Securities of the same debtseries of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and entitled all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the same benefits under this Indenture, as the Bearer Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be are accompanied by a written instrument of transfer, payment in form satisfactory funds acceptable to the Company and in an amount equal to the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day face amount of such mailing missing coupon or coupons, or the surrender of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.such missing coupon or

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall provide for the registration of Securities Notes and of transfers of SecuritiesNotes. The Security Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the "Security Note Registrar") for the purpose of registering Securities Notes and transfers of Securities Notes as herein provided. Upon surrender for registration of transfer of any Security Note at the office or agency of the Company Issuers designated pursuant to Section 1002, the Company Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Notes of any authorized denomination or denominations of a like aggregate principal amount. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interest in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Securities Notes may be exchanged for other Securities Notes of any authorized denomination (not less than $1,000) and of a like aggregate principal amount, upon surrender of the Securities Notes to be exchanged at such office or agency. Whenever any Securities Notes are so surrendered for exchangeexchange (including an exchange of Initial Notes or Additional Notes for Exchange Notes or Private Exchange Notes), the Company Issuers shall execute, and the Trustee shall authenticate and deliver, the Securities Notes which the Holder making the exchange is entitled to receive; provided that (i) no exchange of Initial Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC, the Trustee shall have received an Officers' Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the SEC and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee and (ii) no exchange of Additional Notes for Exchange Notes shall occur until a registration statement shall have been declared effective by the SEC, the Trustee shall have received an Officers' Certificate confirming that the registration statement has been declared effective by the SEC and the Additional Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuers or the Security Note Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company Issuers and the Security Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesNotes, but the Company Issuers may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section 304, 906, 10101012, 1018 or 1108 1108, not involving any transfer. The Company Note Register shall not be required (i) to issue, register in written form in the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole English language or in partany other form including computerized records, except the unredeemed portion capable of any Security being redeemed in partconverted into such form within a reasonable time.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office one of the Trustee its offices or agencies maintained pursuant to Section 1002 a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable Person responsible for the maintenance of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open is referred to inspection by herein as the Trustee. "Security Registrar." The Trustee is hereby initially appointed as security registrar (the "Security Registrar") Registrar for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency in a Place of the Company designated pursuant to Section 1002Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Securities, of any authorized denomination or denominations and of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities Securities, of any authorized denomination denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 9061109, 1010, 1018 1203 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security Securities during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of prepayment of Securities to be redeemed prepaid under Section 1104 1105 or Section 1203 and ending at the close of business on the day of such mailing of the relevant notice of redemption mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption prepayment in whole or in part, except the unredeemed unpaid portion of any Security being redeemed prepaid in part.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. The Company may appoint one or more co-registrars. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which that the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 906, 10101013, 1018 1015 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Notwithstanding the foregoing, any Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when such Depositary is required to be so registered in order to act as Depositary, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing a Default or an Event of Default with respect to the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision of this Section 305, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, a Global Security representing all or a portion of the Securities shall not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee, and if any Securities are to continue to be held through the Depositary, a new Global Security shall be issued to the Depositary representing the remaining Securities to be held by the Depositary. Individual Securities issued in exchange for a Global Security (in whole or in part) pursuant to this Section 305 shall be registered in such names as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee and the Company shall not have any liability for the accuracy of the instructions received from the Depository. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Securities under or through the Depositary or any such participant, or any other Person which is not shown on the Security Register as being a Holder with respect to (1) the Securities; (2) the accuracy of any records maintained by the Depositary or any such participant; (3) the payment by the Depositary or any such participant of any amount in respect of the principal of, or premium or interest, on the Securities; (4) any notice which is permitted or required to be given to Holders of Securities under this Indenture; (5) the selection by the Depositary or any such participant of any Person to receive payment in the event of a partial redemption of the Securities; or (6) any consent given or other action taken by the Depositary as Holder of Securities.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 10101009, 1018 1016 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 702 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities CVRs and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the TrusteeCVRs. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities CVRs and transfers of Securities CVRs as herein provided. Upon surrender for registration of transfer of any Security CVR at the office or agency of the Company designated pursuant to Section 1002Security Registrar, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities CVR Certificates representing the same aggregate number of any authorized denomination CVRs represented by the CVR Certificate so surrendered that have been transferred and the Company shall execute and the Trustee shall authenticate and deliver, in the name of the transferor, one or denominations of a like aggregate principal amountmore new CVR Certificates represented by such CVR Certificate that are not to be transferred. At the option of the Holder, Securities CVR Certificates may be exchanged for other Securities CVR Certificates that represent in the aggregate the same number of any authorized denomination and of a like aggregate principal amount, upon surrender of CVRs as the Securities to be exchanged CVR Certificates surrendered at such office or agency. Whenever any Securities CVR Certificates are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which CVR Certificates that the Holder making the exchange is entitled to receive. All Securities CVRs issued upon any registration of transfer or exchange of Securities CVRs shall be the valid obligations of the Company, evidencing the same debtright, and entitled to the same benefits under this IndentureAgreement, as the Securities CVRs surrendered upon such registration of transfer or exchange. Every Security CVR presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesCVRs, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesCVRs, other than exchanges pursuant to Section 304, 906, 1010, 1018 304 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers and exchange of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, and the Security Registrar shall register, if the requirements, of such transfer are met, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amountamount at maturity. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amountamount at maturity (including an exchange of Initial Securities for Exchange Securities), upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, and the Security Registrar shall register, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or , provided that no exchange of Initial Securities for Exchange Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange occur until an Exchange Offer Registration Statement shall (if so required have been declared effective by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Commission

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 702 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities CVRs and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the TrusteeCVRs. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities CVRs and transfers of Securities CVRs as herein provided. Upon surrender for registration of transfer of any Security CVR at the office or agency of the Company designated pursuant to Section 1002702, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities CVR Certificates representing the same aggregate number of any authorized denomination CVRs represented by the CVR Certificate so surrendered that are to be transferred and the Company shall execute and the Trustee shall authenticate and deliver, in the name of the transferor, one or denominations of a like aggregate principal amountmore new CVR Certificates represented by such CVR Certificate that are not to be transferred. At the option of the Holder, Securities CVR Certificates may be exchanged for other Securities CVR Certificates that represent in the aggregate the same number of any authorized denomination and of a like aggregate principal amount, upon surrender of CVRs as the Securities to be exchanged CVR Certificates surrendered at such office or agency. Whenever any Securities CVR Certificates are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which CVR Certificates that the Holder making the exchange is entitled to receive. All Securities CVRs issued upon any registration of transfer or exchange of Securities CVRs shall be the valid obligations of the Company, evidencing the same debtright, and entitled to the same benefits under this IndentureAgreement, as the Securities CVRs surrendered upon such registration of transfer or exchange. Every Security CVR presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesCVRs, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesCVRs, other than exchanges pursuant to Section 304, 906, 1010, 1018 304 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 305. Registration, Registration of Transfer and ------------------------------------------ Exchange. --------------------------------------------------- -------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other an office or agency designated pursuant to be maintained by the Company in accordance with Section 1002 being herein sometimes referred to as a register for each series of Securities (the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided, and for facilitating exchanges of temporary global Securities for permanent global Securities or definitive Securities, or both, or of permanent global Securities for definitive Securities, or both, as herein provided. Upon due surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company designated maintained pursuant to Section 10021002 for such purpose in a Place of Payment for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities same series of any authorized denomination and of a like aggregate principal amountamount and tenor, having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive, having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Registered Securities, including Registered Securities received in exchange for Bearer Securities, may not be exchanged for Bearer Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth, or determined in the manner provided, in the applicable Officer's Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons (except as provided below) and with all matured coupons in default appertaining thereto. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them, the Guarantor and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive, having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable pursuant to this Section only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee or the Security Registrar definitive Securities of that series in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor. On or after the earliest date on which such interests may be so exchanged, in accordance with instructions given by the Company to the Trustee or the Security Registrar and the Common Depositary or the U.S. Depositary, as the case may be (which instructions shall be in writing but need not comply with Section 102 or be accompanied by an Opinion of Counsel), such permanent global Security shall be surrendered from time to time by the Common Depositary or the U.S. Depositary, as the case may be, or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of the same series without charge, and the Trustee shall authenticate and deliver in accordance with such instructions, in exchange for each portion of such permanent global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the permanent global Security shall be issuable only in the form in which the Securities are issuable, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series and of like tenor for redemption and ending on the relevant Redemption Date; and provided further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such permanent global Security shall be returned by the Trustee or the Security Registrar to the Common Depositary or the U.S. Depositary, as the case may be, or such other depositary referred to above in accordance with the Company's instructions. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security RegistrarRegistrar or any transfer agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 1107 or 1108 1405 not involving any transfer. The In the event of any redemption in part, the Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a the period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 of like tenor and of the series of which such Security is a part for redemption, and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of such the mailing of the relevant notice of redemption or and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption; (ii) to register the transfer of or exchange any Registered Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part; (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and of like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption; or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office one of the Trustee its offices or agencies maintained pursuant to Section 1002 a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form Said office or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee agency is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new replacement Securities of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations of a like aggregate principal amount, amount upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the replacement Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and the Initial Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange or redemption, shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304, 906, 1010, 1018 1011 or 1108 not involving any transfertransfer or pursuant to an Exchange Offer. The Company shall not be required (i) to issue, issue replacement Securities or register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed under Section 1104 1105 and ending at the close of business on the day of such mailing mailing. Each Holder of a Security agrees to indemnify the relevant notice Company and the Trustee against any liability that may result from the transfer, exchange or assignment of redemption such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or (ii) state securities law. The Trustee shall have no obligation or duty to register the monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of or exchange any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so selected for redemption in whole or in partif and when expressly required by the terms of, except this Indenture, and to examine the unredeemed portion of any Security being redeemed in partsame to determine substantial compliance as to form with the express requirements hereof.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations denominations, of a like aggregate principal amount. Furthermore, any Holder of the U.S. Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, Securities of the Securities same series which the Holder making the exchange is entitled to receive; provided that no exchange of Series A Securities for Series B Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Series A Securities exchanged for the Series B Securities shall be canceled. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange exchange, repurchase or redemption, shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or transfer, exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover except for any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiestherewith, other than exchanges pursuant to Section Sections 303, 304, 305, 906, 10101013, 1018 1015 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Every Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Security pursuant to Section 202, and the restrictions set forth in this Section 305, and the Holder of each Security, by such Holder's acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. The restrictions imposed by this Section 305 upon the transferability of any particular Security shall cease and terminate on (a) the later of March 4, 1999 or two years after the last date on which the Company or any Affiliate of the Company was the owner of such Security (or any predecessor of such Security) or (b) (if earlier) if and when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 or Rule 904 under the Securities Act (or any successor provision), unless the Holder thereof is an affiliate of the Company within the meaning of Rule 144 (or such successor provisions). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Security for exchange to the Security Registrar in accordance with the provision of this Section 305 (accompanied, in the event that such restrictions on transfer have terminated pursuant to Rule 144 or Rule 904 (or any successor provision), by an Opinion of Counsel satisfactory to the Company and the Trustee, to the effect that the transfer of such Security has been made in compliance with Rule 144 or Rule 904 (or any such successor provision)), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Company shall inform the Trustee of the effective date of any Registration Statement registering the Securities under the Securities Act no later than two Business Days after such effective date. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any U.S. Global Security, whether pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a U.S. Global Security and bear the legend specified in Section 202.

SECTION 305. Registration, Registration of Transfer and Exchange. --------------------------------------------------- The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 Section1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers and exchange of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002Section1002, the Company shall execute, and the Trustee shall authenticate and deliver, and the Security Registrar shall register, if the NYDOCS01/566567 3 requirements, of such transfer are met, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amountamount (including an exchange of Initial Securities for Exchange Securities), upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, and the Security Registrar shall register, the Securities which the Holder making the exchange is entitled to receive, provided that no exchange of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission (confirmed in an Officer's Certificate) and that the Initial Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304Section304, 906, 1010, 1018 or 1108 not involving any transfer. The Company shall not be required (i) to i)to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 Section1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to ii)to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.. NYDOCS01/566567 3