OF THE
EXCHANGE ACT).
THE COMPANY MAY NOT ISSUE NEW NOTES TO REPLACE NOTES THAT IT HAS
PAID OR THAT HAVE BEEN DELIVERED TO THE TRUSTEE FOR CANCELLATION.
SECTION 2.12.
DEFAULTED INTEREST.
IF THE COMPANY DEFAULTS IN A PAYMENT OF
INTEREST ON THE NOTES, IT SHALL PAY THE DEFAULTED INTEREST IN ANY LAWFUL MANNER
PLUS, TO THE EXTENT LAWFUL, INTEREST PAYABLE ON THE DEFAULTED INTEREST, TO THE
PERSONS WHO ARE HOLDERS ON A SUBSEQUENT SPECIAL RECORD DATE, IN EACH CASE AT THE
RATE PROVIDED IN THE NOTES AND IN SECTION 4.01 HEREOF.
THE COMPANY SHALL NOTIFY
THE TRUSTEE IN WRITING OF THE AMOUNT OF DEFAULTED INTEREST PROPOSED TO BE PAID
ON EACH NOTE AND THE DATE OF THE PROPOSED PAYMENT.
THE COMPANY SHALL FIX OR
CAUSE TO BE FIXED EACH SUCH SPECIAL RECORD DATE AND PAYMENT DATE; PROVIDED THAT
NO SUCH SPECIAL RECORD DATE SHALL BE LESS THAN 10 DAYS PRIOR TO THE RELATED
PAYMENT DATE FOR SUCH DEFAULTED INTEREST.
AT LEAST 15 DAYS BEFORE THE SPECIAL
RECORD DATE, THE COMPANY (OR, UPON THE WRITTEN REQUEST OF THE COMPANY, THE
TRUSTEE
39
IN THE NAME AND AT THE EXPENSE OF THE COMPANY) SHALL MAIL OR CAUSE TO BE MAILED
TO HOLDERS A NOTICE THAT STATES THE SPECIAL RECORD DATE, THE RELATED PAYMENT
DATE AND THE AMOUNT OF SUCH INTEREST TO BE PAID.
SECTION 2.13.
RECORD DATE.
THE COMPANY MAY SET A RECORD DATE FOR PURPOSES OF
DETERMINING THE IDENTITY OF HOLDERS ENTITLED TO VOTE OR TO CONSENT TO ANY ACTION
BY VOTE OR CONSENT AUTHORIZED OR PERMITTED BY SECTIONS 6.04 AND 6.05.
SECTION 2.14.
CUSIP NUMBERS.
THE COMPANY IN ISSUING THE NOTES MAY USE "CUSIP"
NUMBERS (IF THEN GENERALLY IN USE), AND, IF SO, THE TRUSTEE SHALL USE CUSIP
NUMBERS IN NOTICES OF PURCHASE AS A CONVENIENCE TO HOLDERS; PROVIDED THAT ANY
SUCH NOTICE MAY STATE THAT NO REPRESENTATION IS MADE AS TO THE CORRECTNESS OF
SUCH NUMBERS EITHER AS PRINTED ON THE NOTES OR AS CONTAINED IN ANY NOTICE OF A
PURCHASE AND THAT RELIANCE MAY BE PLACED ONLY ON THE OTHER IDENTIFICATION
NUMBERS PRINTED ON THE NOTES, AND ANY SUCH PURCHASE SHALL NOT BE AFFECTED BY ANY
DEFECT IN OR THE OMISSION OF SUCH NUMBERS.
THE COMPANY WILL PROMPTLY NOTIFY THE
TRUSTEE IN WRITING OF ANY CHANGE IN THE CUSIP NUMBERS.
ARTICLE 3
REDEMPTION AND PREPAYMENT
SECTION 3.01.
OPTIONAL REDEMPTION.
THE NOTES ARE NOT OPTIONALLY REDEEMABLE
PRIOR TO THEIR MATURITY.
SECTION 3.02.
MANDATORY REDEMPTION.
THE COMPANY SHALL NOT BE REQUIRED TO MAKE
MANDATORY REDEMPTION PAYMENTS WITH RESPECT TO THE NOTES PRIOR TO MATURITY.
ARTICLE 4
COVENANTS
SECTION 4.01.
PAYMENT OF NOTES.
THE COMPANY SHALL PAY OR CAUSE TO BE PAID THE
PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE NOTES ON THE DATES AND IN THE
MANNER PROVIDED IN THE NOTES.
PRINCIPAL, PREMIUM, IF ANY, AND INTEREST SHALL BE
CONSIDERED PAID ON THE DATE DUE IF THE PAYING AGENT, IF OTHER THAN THE COMPANY
OR A SUBSIDIARY, HOLDS AS OF 10:00 A.M. EASTERN TIME ON THE