TO BE REPURCHASED, IN MULTIPLES OF
$1,000, PROVIDED THAT THE REMAINING PRINCIPAL AMOUNT OF NOTES IS IN AN
AUTHORIZED DENOMINATION AND (C) THAT SUCH NOTE SHALL BE REPURCHASED PURSUANT TO
THE TERMS AND CONDITIONS SPECIFIED IN THE NOTE AND IN THIS INDENTURE.
ANY
REPURCHASE NOTICE PROVIDED IN RESPECT OF A BENEFICIAL INTEREST IN A GLOBAL NOTE
SHALL BE REQUIRED TO COMPLY WITH THE APPLICABLE PROCEDURES OF THE DEPOSITARY.
(D)
THE ISSUER, IF SO REQUESTED, SHALL REPURCHASE FROM THE HOLDER
THEREOF, PURSUANT TO THIS SECTION 3.05, A PORTION OF A NOTE, IF THE PRINCIPAL
AMOUNT OF SUCH PORTION IS $1,000 OR A WHOLE MULTIPLE OF $1,000.
PROVISIONS OF
THIS INDENTURE THAT APPLY TO THE REPURCHASE OF ALL OF A NOTE ALSO APPLY TO THE
REPURCHASE OF SUCH PORTION OF SUCH NOTE.
(E)
NOTWITHSTANDING THE FOREGOING, NO NOTES MAY BE REPURCHASED BY THE
ISSUER PURSUANT TO THIS SECTION 3.05 IF THERE HAS OCCURRED AND IS CONTINUING AN
EVENT OF DEFAULT WITH RESPECT TO THE NOTES (OTHER THAN A DEFAULT IN THE PAYMENT
OF THE CHANGE IN CONTROL PURCHASE PRICE FOR THE NOTES TO BE REPURCHASED).
(F)
THE PAYING AGENT SHALL PROMPTLY NOTIFY THE ISSUER OF THE RECEIPT
BY IT OF ANY REPURCHASE NOTICE OR WRITTEN NOTICE OF WITHDRAWAL THEREOF.
ALL
QUESTIONS AS TO THE VALIDITY, ELIGIBILITY (INCLUDING TIME OF RECEIPT) AND
ACCEPTANCE OF ANY NOTE FOR REPURCHASE SHALL BE DETERMINED BY THE ISSUER, WHOSE
DETERMINATION SHALL BE FINAL AND BINDING ABSENT MANIFEST ERROR.
(G)
PAYMENT OF THE CHANGE IN CONTROL PURCHASE PRICE FOR A NOTE FOR
WHICH A REPURCHASE NOTICE HAS BEEN DELIVERED AND NOT WITHDRAWN IS CONDITIONED
UPON BOOK-ENTRY TRANSFER OR DELIVERY OF THE NOTES, TOGETHER WITH NECESSARY
ENDORSEMENTS, TO THE PAYING AGENT.
SUCH CHANGE IN CONTROL PURCHASE PRICE SHALL
BE PAID TO SUCH HOLDER, SUBJECT TO RECEIPT OF FUNDS
21
AND/OR NOTES BY THE PAYING AGENT, WITHIN TWO (2) BUSINESS DAYS FOLLOWING THE
LATER OF (X) THE CHANGE IN CONTROL REPURCHASE DATE WITH RESPECT TO SUCH NOTE
(PROVIDED THE HOLDER HAS SATISFIED THE CONDITIONS IN THIS SECTION 3.05) AND (Y)
THE TIME OF BOOK-ENTRY TRANSFER OR DELIVERY OF SUCH NOTE OR BENEFICIAL INTEREST
THEREIN TO THE PAYING AGENT BY THE HOLDER THEREOF.
SECTION 3.06.
[INTENTIONALLY OMITTED]
SECTION 3.07.
ISSUER REPURCHASE NOTICE.
(A)
IN CONNECTION WITH ANY REPURCHASE OF NOTES, THE ISSUER SHALL, ON
THE APPLICABLE ISSUER REPURCHASE NOTICE DATE, GIVE WRITTEN NOTICE TO HOLDERS
(WITH A COPY TO THE TRUSTEE) SETTING FORTH THE INFORMATION SPECIFIED IN THIS
SECTION 3.07 (IN EITHER CASE, THE "ISSUER REPURCHASE NOTICE").
Each Issuer Repurchase Notice shall:
(1)
STATE THE CHANGE IN CONTROL PURCHASE PRICE AND THE AMOUNT OF
INTEREST ACCRUED AND UNPAID PER $1,000 PRINCIPAL AMOUNT OF NOTES TO THE CHANGE
IN CONTROL REPURCHASE DATE;
(2)
THE CHANGE IN CONTROL REPURCHASE DATE;
(3)
THE CIRCUMSTANCES CONSTITUTING THE CHANGE IN CONTROL;
(4)
STATE THAT HOLDERS MUST EXERCISE THEIR RIGHT TO ELECT TO
REPURCHASE PRIOR TO THE CLOSE OF BUSINESS ON THE THIRD BUSINESS DAY PRIOR TO THE
CHANGE IN CONTROL REPURCHASE DATE;
(5)
INCLUDE A