Common use of Transfers to Non-U Clause in Contracts

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note to a Non-U.S. Person: (i) Prior to March 25, 1997, the Note Registrar shall register any proposed transfer of an Initial Note to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such U.S. Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior to March 25September 15, 1997, the Note Security Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Temporary Offshore Physical NotesSecurities of like tenor and amount. (ii) On and after March 25September 15, 1997, the Note Security Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical NoteSecurity, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a the U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteSecurity, upon receipt by the Note Security Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Security Registrar's procedures therefor, the Note Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial a Note to a Non-U.S. Person: (i) Prior to March 25the later of (x) the Separation Date and (y) June 29, 19971998, the Note Registrar shall register any proposed transfer of an Initial a Note to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit C hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notestransferor. (ii) On and after March 25the later of (x) the Separation Date and (y) June 29, 19971998, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Rule 144A Certificated Note or an interest in a U.S. the Rule 144A Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit C hereto from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amounttransferor. (iii) (A) If the proposed transferor is an Agent Member a Participant holding a beneficial interest in a U.S. the Rule 144A Global Note, upon receipt by the Note Registrar of (x) the documentdocuments, if any, required by paragraph (i), ii) and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures thereforprocedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such U.S. the Rule 144A Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Rule 144A Global Note to be transferred transferred, and (B) if the proposed transferee is a Participant, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Company Registrar's procedures, the Registrar shall executereflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the Rule 144A Certificated Notes or the Rule 144A Global Note, as the case may be, to be transferred, and the Trustee shall authenticate and delivercancel the Certificated Note, one if any, so transferred or more Permanent Offshore Physical Notes decrease the amount of like tenor and amountthe Rule 144A Global Note.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior On and prior to March 25July 7, 1997, the Note Security Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit C hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Temporary Offshore Physical NotesSecurities of like tenor and amount. (ii) On and after March 25July 8, 1997, the Note Security Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical NoteSecurity, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit C from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a the U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit C from the proposed transferor and (z) in the case of either any of clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteSecurity, upon receipt by the Note Security Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Security Registrar's procedures therefor, the Note Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior to March 25April 14, 1997, the Note Security Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit C hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Temporary Offshore Physical NotesSecurities of like tenor and amount. (ii) On and after March 25April 14, 1997, the Note Security Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical NoteSecurity, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit C from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a the U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit C from the proposed transferor and (z) in the case of either any of clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteSecurity, upon receipt by the Note Security Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Security Registrar's procedures therefor, the Note Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note to a Non-U.S. Person: (i) Prior to March 25November 9, 19971996, the Note Registrar shall register any proposed transfer of an Initial Note to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25November 9, 19971996, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a the U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of an Initial a Note to a Non-U.S. Person:Person (excluding QIBs): (i) Prior to March 25the Separation Date and prior to February 19, 19972000, the Note Registrar shall register any proposed transfer of an Initial a Note to a Non-U.S. Person only (x) if it receives a certificate substantially in the form of Exhibit D-1 hereto from the proposed transferor, (y) if it receives a certificate substantially in the form of Exhibit D-2 from the proposed transferee and (z) such transfer is in conjunction with a transfer of the related Euro Warrants pursuant to the terms of the Euro Warrant Agreement. (ii) On or after the Separation Date but prior to February 19, 2000, the Registrar shall register any proposed transfer to any Non-U.S. Person (x) upon receipt of a certificate substantially in the form of Exhibit D-1 hereto from the proposed transferor and (y) if it receives a certificate substantially in the form of Exhibit D-2 from the proposed transferee. (iii) After February 19, 2000, the Registrar shall register any proposed transfer to any Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit D-1 hereto from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount. (iiia) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global Notes or the U.S. DTC Global Note, upon receipt by the Note Registrar of (x) the documentdocuments, if any, required by paragraph (i), iii) and (y) instructions in accordance with the relevant Depositary's and the Note Registrar's procedures thereforprocedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such U.S. Global Note Notes in an amount equal to the principal amount of the beneficial interest in such Global Notes to be transferred, and (b) if the proposed transferee is an Agent Member and the transfer is after the Separation Date and February 19, 2000, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Notes in an amount equal to the principal amount of the U.S. Physical Notes, the U.S. Global Note Notes or U.S. Global DTC Notes, as the case may be, to be transferred and the Company shall executetransferred, and the Trustee shall authenticate and delivercancel the Physical Note, one if any, so transferred or more Permanent Offshore Physical decrease the amount of the U.S. Global Notes of like tenor and amountor U.S. Global DTC Notes, as the case may be.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of an Initial Note to a Non-U.S. Person: (i) Prior to March 25August 6, 1997, the Note Registrar shall register any proposed transfer of an Initial Note to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25August 6, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such U.S. Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note to a Non-U.S. Person: (i) Prior to March 25December 16, 19971998, the Note Registrar shall register any proposed transfer of an Initial Note to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit E from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25December 16, 19971998, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit E from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit E from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the DepositaryDepository's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal Principal amount of such U.S. Global Note in an amount equal to the principal Principal amount of the beneficial interest in the U.S. Global Note to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note to a Non-U.S. Person: (i) Prior to March 25August 6, 1997, the Note Registrar shall register any proposed transfer of an Initial Note to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25August 6, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following ----------------------------------------- provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior to March 25December 9, 19971996, the Note Security Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Temporary Offshore Physical NotesSecurities of like tenor and amount. (ii) On and after March 25December 9, 19971996, the Note Security Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical NoteSecurity, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a the U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteSecurity, upon receipt by the Note Security Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Security Registrar's procedures therefor, the Note Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note to a Non-U.S. Person: (i) Prior to March 25July 22, 19971998, the Note Registrar shall register any proposed transfer of an Initial Note to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit E hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Temporary Offshore Physical NotesCertificates of like tenor and amount. (ii) On and after March 25July 22, 19971998, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary an Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a the U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior to March 25November 5, 1997, the Note Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit F from the proposed transferor and the Company Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical NotesSecurities. (ii) On and after March 25November 5, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical NoteSecurity, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit D from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit D from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global NoteSecurity, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of an Initial a Note to a Non-U.S. Person:Person (excluding QIBs): (i) Prior to March 25the Separation Date and prior to April 1, 19971999, the Note Registrar shall register any proposed transfer of an Initial a Note to a Non-U.S. Person only if it receives a certificate substantially in the form of Exhibit D hereto from the proposed transferor and such transfer is in conjunction with a transfer of the related Dollar Warrants pursuant to the terms of the Dollar Warrant Agreement. (ii) On and after the Separation Date but prior to April 1, 1999, the Registrar shall register any proposed transfer to any Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit D hereto from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount. (iiia) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteNotes, upon receipt by the Note Registrar of (x) the documentdocuments, if any, required by paragraph (i), ii) and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures thereforprocedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Notes to be transferred transferred, and (b) if the proposed transferee is an Agent Member and the Company transfer is after the Separation Date, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall executereflect on its books and records the date and an increase in the principal amount of the Offshore Global Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Notes, as the case may be, to be transferred, and the Trustee shall authenticate and delivercancel the Physical Note, one if any, so transferred or more Permanent Offshore Physical Notes decrease the amount of like tenor and amountthe U.S. Global Notes.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note to a Non-U.S. Person: (i) Prior to March 25April 14, 1997, the Note Registrar shall register any proposed transfer of an Initial Note to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit E from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25April 14, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit E from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit E from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of such U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior to March 2510, 1997, the Note Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Temporary Offshore Physical NotesGlobal Securities of like tenor and amount. (ii) On and after March 2510, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical NoteSecurity, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical NoteGlobal Security, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a the U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteSecurity, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.

Transfers to Non-U. S. Persons at Any TimePERSON AT ANY TIME. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Note Warrants to a Non-U.S. Person:Person (excluding QIBs): (i) Prior to March 25, 1997, the Note Registrar The Common Depositary shall register any proposed transfer of an Initial Note Warrants to a Non-U.S. Person only (x) upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit B-1 from the proposed transferor and (y) prior to February 19, 2000, if the proposed transferee has delivered to the Common Depositary and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amountExhibit B-2 hereto. (iiiii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. the Restricted Global NoteWarrant, upon receipt by the Note Registrar Warrant Agent and the Company of (x) the document, if any, required by paragraph documents referred to in clause (i), ) above and (y) instructions given in accordance with the Depositary's and the Note RegistrarCommon Depositary's procedures thereforprocedures, the Note Registrar Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant to be transferred and the Common Depositary shall decrease the number of Warrants represented by the Restricted Global Warrant so transferred. (iii) After February 19, 2000, if the proposed transferee is an Agent Member, and the Warrants to be transferred are represented by Certificated Warrants, upon receipt by the Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Common Depositary's procedures, the Common Depositary shall reflect on its books and records the date and a decrease an increase in the principal amount of such U.S. Warrants represented by the Regulation S Global Note Warrant in an amount equal to the principal amount of Warrants represented by the beneficial interest in the U.S. Global Note Certificated Warrants to be transferred and the Company shall executetransferred, and the Trustee Common Depositary shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amountcancel the Certificated Warrants.

Transfers to Non-U. S. Persons at Any TimePERSON AT ANY TIME. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Note Warrants to a Non-U.S. Person:Person (excluding QIBs): (i) Prior to March 25, 1997, the Note Registrar The Warrant Agent shall register any proposed transfer of an Initial Note Warrants to a Non-U.S. Person only (x) upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit B-1 from the proposed transferor and (y) prior to February 19, 2000, if the proposed transferee has delivered to the Warrant Agent and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Notes. (ii) On and after March 25, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor, (y) if the Initial Note to be transferred is a U.S. Physical Note or an interest in a U.S. Global Note, upon receipt of a certificate substantially in the form set forth in Section 309 from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amount.Exhibit B-2 hereto. 35 (iiiii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. the Restricted Global NoteWarrant, upon receipt by the Note Registrar Warrant Agent and the Company of (x) the document, if any, required by paragraph documents referred to in clause (i), ) above and (y) instructions given in accordance with the Depositary's and the Note RegistrarWarrant Agent's procedures thereforprocedures, the Note Registrar Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant so transferred. (iii) After February 19, 2000, if the proposed transferee is an Agent Member, and the Warrants to be transferred are represented by Certificated Warrants, upon receipt by the Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Warrant Agent shall reflect on its books and records the date and a decrease an increase in the principal amount of such U.S. Warrants represented by the Regulation S Global Note Warrant in an amount equal to the principal amount of Warrants represented by the beneficial interest in the U.S. Global Note Certificated Warrants to be transferred and the Company shall executetransferred, and the Trustee Warrant Agent shall authenticate and deliver, one or more Permanent Offshore Physical Notes of like tenor and amountcancel the Certificated Warrants.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior to March 25May 5, 1997, the Note Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit G from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical NotesSecurities. (ii) On and after March 25May 5, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical Note, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical Note, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit E from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 Exhibit E from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global NoteSecurity, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following ----------------------------------------- provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior to March 25June 8, 19971998, the Note Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Temporary Offshore Physical NotesGlobal Securities of like tenor and amount. (ii) On and after March 25June 8, 19971998, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical NoteSecurity, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical NoteGlobal Security, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a the U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteSecurity, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior to March 25June 9, 1997, the Note Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Temporary Offshore Physical NotesGlobal Securities of like tenor and amount. (ii) On and after March 25June 9, 1997, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical NoteSecurity, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical NoteGlobal Security, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a the U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteSecurity, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.

Transfers to Non-U. S. Persons at Any Time. The following ----------------------------------------- provisions shall apply with respect to any transfer of an Initial Note Security to a Non-U.S. Person: (i) Prior to March 254, 19971996, the Note Registrar shall register any proposed transfer of an Initial Note Security to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D hereto from the proposed transferor and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Temporary Offshore Physical NotesSecurities of like tenor and amount. (ii) On and after March 254, 19971996, the Note Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Note Security to be transferred is a Permanent Offshore Physical NoteSecurity, (x) if the Initial Note Security to be transferred is a Temporary Offshore Physical NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor, (y) if the Initial Note Security to be transferred is a U.S. Physical Note Security or an interest in a the U.S. Global NoteSecurity, upon receipt of a certificate substantially in the form set forth in Section 309 of Exhibit D from the proposed transferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount. (iii) If the proposed transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteSecurity, upon receipt by the Note Registrar of (x) the document, if any, required by paragraph (i), and (y) instructions in accordance with the Depositary's and the Note Registrar's procedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Notes Securities of like tenor and amount.