OF
CONTROL REPURCHASE PRICE") EQUAL TO 101% OF THE PRINCIPAL AMOUNT THEREOF PLUS
ANY ACCRUED AND UNPAID INTEREST TO BUT EXCLUDING THE CHANGE OF CONTROL
REPURCHASE DATE.
THE COMPANY'S OBLIGATION TO REPURCHASE ALL OR A PORTION OF A HOLDER'S SECURITIES
UNDER THIS SECTION 3.07 SHALL BE SATISFIED IF A THIRD PARTY MAKES THE OFFER TO
REPURCHASE THE SECURITIES AT THE CHANGE OF CONTROL REPURCHASE PRICE IN THE
MANNER AND AT THE TIMES AND OTHERWISE IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH THE REQUIREMENTS SET OUT IN THIS SECTION 3.07 AND SUCH THIRD PARTY COMPLIES
WITH THE OBLIGATIONS OF THE COMPANY IN CONNECTION HEREWITH.
. (B) ON OR BEFORE THE THIRTIETH (30TH) DAY AFTER THE OCCURRENCE OF A CHANGE OF
CONTROL, THE COMPANY, OR AT ITS WRITTEN REQUEST THE TRUSTEE IN THE NAME OF AND
AT THE EXPENSE OF THE COMPANY (WHICH REQUEST MUST BE RECEIVED BY THE TRUSTEE AT
LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE THE TRUSTEE IS REQUESTED TO GIVE
NOTICE AS DESCRIBED BELOW, UNLESS THE TRUSTEE SHALL AGREE TO A SHORTER PERIOD),
SHALL MAIL OR CAUSE TO BE MAILED, BY FIRST CLASS MAIL, TO ALL HOLDERS OF RECORD
ON SUCH DATE A NOTICE (THE "CHANGE OF CONTROL REPURCHASE NOTICE") OF THE
OCCURRENCE OF SUCH CHANGE OF CONTROL AND OF THE REPURCHASE RIGHT AT THE OPTION
OF THE HOLDERS ARISING AS A RESULT THEREOF TO EACH HOLDER OF SECURITIES AT ITS
LAST ADDRESS AS THE SAME APPEARS ON THE SECURITY REGISTER; PROVIDED THAT IF THE
COMPANY SHALL GIVE SUCH NOTICE, IT SHALL ALSO GIVE WRITTEN NOTICE OF THE CHANGE
OF CONTROL TO THE TRUSTEE AND PAYING AGENT, IF OTHER THAN THE TRUSTEE, AT SUCH
TIME AS IT IS MAILED TO SECURITYHOLDERS.
SUCH NOTICE, IF MAILED IN THE MANNER
HEREIN PROVIDED, SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN, WHETHER
OR NOT THE HOLDER RECEIVES SUCH NOTICE.
EACH CHANGE OF CONTROL REPURCHASE
NOTICE SHALL STATE, AMONG OTHER THINGS:
(I) THE EVENTS CAUSING THE CHANGE OF CONTROL;
(II) THE DATE OF THE CHANGE OF CONTROL;
(III) THE LAST DATE ON WHICH A HOLDER MAY EXERCISE THE REPURCHASE RIGHT;
(IV) THE CHANGE OF CONTROL REPURCHASE PRICE, EXCLUDING ACCRUED AND UNPAID
INTEREST, THE APPLICABLE CONVERSION PRICE AT THE TIME OF SUCH NOTICE (AND ANY
APPLICABLE ADJUSTMENTS TO THE CONVERSION PRICE) AND, TO THE EXTENT KNOWN AT THE
TIME OF SUCH NOTICE, THE AMOUNT OF INTEREST THAT WILL BE PAYABLE WITH RESPECT TO
THE SECURITIES ON THE CHANGE OF CONTROL REPURCHASE DATE;
(V) WHETHER THE COMPANY ELECTS TO PAY THE CHANGE OF CONTROL REPURCHASE PRICE IN
CASH, IN SHARES OF COMMON STOCK OR A COMBINATION THEREOF, SPECIFYING THE
PERCENTAGE OR AMOUNT OF EACH;
(VI) IF THE COMPANY ELECTS TO PAY ANY PORTION OF THE CHANGE OF CONTROL
REPURCHASE PRICE IN SHARES OF COMMON STOCK, THE CALCULATION OF THE MARKET PRICE
OF THE COMMON STOCK;
(VII) THE CHANGE OF CONTROL REPURCHASE DATE;
(VIII) THE NAME AND ADDRESS OF THE PAYING AGENT AND THE CONVERSION AGENT;
(IX) THAT SECURITIES AS TO WHICH