the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Bond is registered at the close of
business on such record date, and no additional interest will be payable to
Holders who tender Bonds pursuant to the Asset Sale Offer.
5
(e)
Upon the commencement of an Asset Sale Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders.
The
notice will contain all instructions and materials necessary to enable such
Holders to tender Bonds pursuant to the Asset Sale Offer.
The notice, which
will govern the terms of the Asset Sale Offer, will state:
(I)
THAT THE ASSET SALE OFFER IS BEING MADE PURSUANT TO SECTION 4.10
HEREOF AND THE LENGTH OF TIME THE ASSET SALE OFFER WILL REMAIN OPEN;
(II)
THE OFFER AMOUNT, THE PURCHASE PRICE AND THE PURCHASE DATE;
(III)
THAT ANY BOND NOT TENDERED OR ACCEPTED FOR PAYMENT WILL CONTINUE
TO ACCRUE INTEREST;
(IV)
THAT, UNLESS THE COMPANY DEFAULTS IN MAKING SUCH PAYMENT, ANY BOND
ACCEPTED FOR PAYMENT PURSUANT TO THE ASSET SALE OFFER SHALL CEASE TO ACCRUE
INTEREST;
(V)
THAT HOLDERS ELECTING TO HAVE A BOND PURCHASED PURSUANT TO AN
ASSET SALE OFFER MAY ELECT TO HAVE BOND PURCHASED IN INTEGRAL MULTIPLES OF
$1,000 ONLY;
(VI)
THAT HOLDERS ELECTING TO HAVE A BOND PURCHASED PURSUANT TO ANY
ASSET SALE OFFER SHALL BE REQUIRED TO SURRENDER THE BOND ENDORSED OR ASSIGNED AS
THE TRUSTEE MAY REQUIRE OR TRANSFER BY BOOK-ENTRY TRANSFER, TO THE COMPANY OR A
PAYING AGENT AT THE ADDRESS SPECIFIED IN THE NOTICE AT LEAST THREE DAYS BEFORE
THE PURCHASE DATE;
(VII)
THAT HOLDERS SHALL BE ENTITLED TO WITHDRAW THEIR ELECTION IF THE
COMPANY OR THE PAYING AGENT, AS THE CASE MAY BE, RECEIVES, NOT LATER THAN THE
EXPIRATION OF THE OFFER PERIOD, A TELEGRAM, TELEX, FACSIMILE TRANSMISSION OR
LETTER SETTING FORTH THE NAME OF THE HOLDER, THE PRINCIPAL AMOUNT OF THE BOND
THE HOLDER DELIVERED FOR PURCHASE AND A STATEMENT THAT SUCH HOLDER IS
WITHDRAWING HIS ELECTION TO HAVE SUCH BOND PURCHASED;
(VIII)
THAT, IF THE AGGREGATE PRINCIPAL AMOUNT OF BONDS AND OTHER PARITY
SECURED DEBT SURRENDERED IN CONNECTION WITH THE ASSET SALE OFFER EXCEEDS THE
OFFER AMOUNT, THE COMPANY SHALL SELECT THE BONDS AND OTHER PARITY SECURED DEBT
TO BE PURCHASED ON A PRO RATA BASIS BASED ON THE PRINCIPAL AMOUNT OF BONDS AND
SUCH OTHER PARITY SECURED DEBT SURRENDERED (WITH SUCH ADJUSTMENTS AS MAY BE
DEEMED APPROPRIATE BY THE COMPANY SO THAT ONLY BONDS IN DENOMINATIONS OF $1,000,
OR INTEGRAL MULTIPLES THEREOF, WILL BE PURCHASED); AND
(IX)
THAT HOLDERS WHOSE BONDS WERE PURCHASED ONLY IN PART WILL BE
ISSUED NEW BONDS EQUAL IN PRINCIPAL AMOUNT TO THE
6
UNPURCHASED PORTION OF THE BONDS SURRENDERED (OR TRANSFERRED BY BOOK-ENTRY
TRANSFER).
On or before the Purchase Date, the Company shall, to the extent lawful, accept
for payment, on a pro rata basis to the extent necessary, the Offer Amount of
Bonds or