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Handbook" of Cedel Bank shall be applicable to transfers of beneficial
interests in the Regulation S Global Notes that are held by Participants
through Euroclear or Cedel Bank.

Section 2.02. Execution and Authentication.

                 Two Officers shall sign the Notes for each Issuer by manual or
facsimile signature.

                 If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be

                 A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                 The Trustee shall, upon a written order of the Issuers signed
by an Officer of each of the Issuers (an "Authentication Order"), authenticate
Notes for original issue in the aggregate principal amount at maturity of
$532,000,000. The aggregate principal amount at maturity of Notes outstanding
at any time may not exceed such amount except as provided in Section 2.07. On
the Issue Date, the Issuers will issue $532,000,000 aggregate principal amount
at maturity of Notes.

                 The Trustee may appoint an authenticating agent acceptable to
the Issuers to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuers.  Section 2.3. Registrar and Paying Agent.

                 The Issuers shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and
exchange. The Issuers may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and
the term "Paying Agent" includes any additional paying agent. The Issuers may
change any Paying Agent or Registrar without notice to any Holder. The Issuers
shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Issuers fail to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers
or any of their Subsidiaries may act as Paying Agent or Registrar.

    The Issuers initially appoint The Depository Trust Company ("DTC") to act as