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     Notes represented by a global security are exchangeable for certificated
notes only if:
     (1) the Depository Trust Company notifies the issuers that it is unwilling
         or unable to continue as depository or if the Depository Trust Company
         ceases to be a registered clearing agency, and a successor depository
         is not appointed by the issuers within 90 days;
     (2) the issuers determine not to require all of the notes to be represented
         by a global security and notifies the trustee of its decision; or
     (3) an Event of Default or an event which, with the giving of notice or
         lapse of time, or both, would constitute an Event of Default relating
         to the notes represented by the global security has occurred and is
     Any global security that is exchangeable for certificated notes in
accordance with the preceding sentence will be transferred to, and registered
and exchanged for, certificated notes in authorized denominations and registered
in the names as the Depository Trust Company or its nominee may direct. However,
a global security is only exchangeable for a global security of like
denomination to be registered in the name of the Depository Trust Company or its
nominee. If a global security becomes exchangeable for certificated notes:
     (1) certificated notes will be issued only in fully registered form in
         denominations of $1,000 or integral multiples of $1,000;
     (2) payment of principal, premium, if any, and interest on the certificated
         notes will be payable, and the transfer of the certificated notes will
         be registrable, at the office or agency of the issuers maintained for
         these purposes; and
     (3) no service charge will be made for any issuance of the certificated
         notes, although the issuers may require payment of a sum sufficient to
         cover any tax or governmental charge imposed in connection with the
     Set forth below are certain defined terms used in the indentures. Reference
is made to the indentures for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.