Securities pursuant to the Offer to Purchase.
The Offer shall also
state:
(1)
THE SECTION OF THIS INDENTURE PURSUANT TO
WHICH THE OFFER TO PURCHASE IS BEING MADE;
(2)
THE EXPIRATION DATE AND THE PURCHASE DATE;
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(3)
THE AGGREGATE PRINCIPAL AMOUNT AT STATED
MATURITY OF THE OUTSTANDING SECURITIES OFFERED TO BE PURCHASED BY THE COMPANY
PURSUANT TO THE OFFER TO PURCHASE (THE "PURCHASE AMOUNT");
(4)
THE PURCHASE PRICE TO BE PAID BY THE
COMPANY FOR EACH $1,000 PRINCIPAL AMOUNT AT STATED MATURITY OF SECURITIES
ACCEPTED FOR PAYMENT (AS SPECIFIED PURSUANT TO THIS INDENTURE) (THE "PURCHASE
PRICE");
(5)
THAT THE HOLDER MAY TENDER ALL OR ANY
PORTION OF THE SECURITIES REGISTERED IN THE NAME OF SUCH HOLDER AND THAT ANY
PORTION OF SECURITIES TENDERED MUST BE TENDERED IN AN INTEGRAL MULTIPLE OF
$1,000 OF PRINCIPAL AMOUNT AT STATED MATURITY;
(6)
THE PLACE OR PLACES WHERE THE SECURITIES
ARE TO BE SURRENDERED FOR TENDER PURSUANT TO THE OFFER TO PURCHASE;
(7)
THAT INTEREST, IF ANY, ON ANY SECURITIES
NOT TENDERED OR TENDERED BUT NOT PURCHASED BY THE COMPANY PURSUANT TO THE OFFER
TO PURCHASE WILL CONTINUE TO ACCRUE;
(8)
THAT ON THE PURCHASE DATE THE PURCHASE
PRICE WILL BECOME DUE AND PAYABLE UPON EACH SECURITY BEING ACCEPTED FOR PAYMENT
PURSUANT TO THE OFFER TO PURCHASE;
(9)
THAT EACH HOLDER ELECTING TO TENDER
SECURITIES PURSUANT TO THE OFFER TO PURCHASE WILL BE REQUIRED TO SURRENDER SUCH
SECURITIES AT THE PLACE OR PLACES THE COMPANY OR THE TRUSTEE SO REQUIRES, DULY
ENDORSED BY, OR ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER IN FORM
SATISFACTORY TO THE COMPANY AND THE TRUSTEE DULY EXECUTED BY THE HOLDER THEREOF
OR HIS ATTORNEY DULY AUTHORIZED IN WRITING;
(10)
THAT HOLDERS WILL BE ENTITLED TO WITHDRAW ALL OR
ANY PORTION OF THE SECURITIES TENDERED IF THE COMPANY (OR ITS PAYING AGENT)
RECEIVES, NOT LATER THAN THE CLOSE OF BUSINESS ON THE EXPIRATION DATE, A
FACSIMILE TRANSMISSION OR LETTER SETTING FORTH THE NAME OF THE HOLDER, THE
PRINCIPAL AMOUNT AT STATED MATURITY OF THE SECURITIES THE HOLDER TENDERED, THE
CERTIFICATE NUMBER OF THE SECURITIES THE HOLDER TENDERED AND A STATEMENT THAT
SUCH HOLDER IS WITHDRAWING ALL OR A PORTION OF HIS TENDER;
(11)
THAT THE COMPANY SHALL PURCHASE ALL SUCH
SECURITIES DULY TENDERED AND NOT WITHDRAWN PURSUANT TO THE OFFER TO PURCHASE,
AND
(12)
THAT IN THE CASE OF ANY HOLDER WHOSE SECURITIES
ARE PURCHASED ONLY IN PART, THE COMPANY SHALL EXECUTE, AND THE TRUSTEE SHALL
AUTHENTICATE AND DELIVER TO THE HOLDER OF SUCH SECURITIES WITHOUT SERVICE
CHARGE, NEW SECURITIES OF ANY AUTHORIZED DENOMINATION AS REQUESTED BY SUCH
HOLDER, IN AN AGGREGATE PRINCIPAL AMOUNT AT STATED MATURITY EQUAL TO AND IN
EXCHANGE FOR THE UNPURCHASED PORTION OF THE AGGREGATE PRINCIPAL AMOUNT AT STATED
MATURITY OF THE SECURITIES SO TENDERED.
Any Offer to Purchase shall be governed by and effected in accordance with the
Offer for such Offer to Purchase.
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"Officers' Certificate" means a certificate signed by the Chairman of the Board,
the President or a Vice