THE
PROVISIONS OF SECTIONS 3.02, 3.03 AND 3.04 ON THE REDEMPTION DATE FOR A
REDEMPTION PRICE IN CASH EQUAL TO 100% OF THE PRINCIPAL AMOUNT OF THE SECURITIES
TO BE REDEEMED TOGETHER IN EACH CASE WITH ACCRUED AND UNPAID INTEREST ON THE
SECURITIES TO BE REDEEMED TO, BUT EXCLUDING, THE REDEMPTION DATE.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES WILL NOT BE REDEEMABLE AT THE
COMPANY'S OPTION DURING THE CONTINUANCE OF A DEFAULT IN PAYMENT OF INTEREST ON
THE SECURITIES.
SECTION 3.02. SELECTION OF SECURITIES TO BE REDEEMED
.
IF LESS THAN ALL THE SECURITIES ARE TO BE REDEEMED, THE TRUSTEE SHALL SELECT
THE SECURITIES TO BE REDEEMED, IF THE SECURITIES ARE LISTED ON A NATIONAL
SECURITIES EXCHANGE, IN ACCORDANCE WITH RULES OF SUCH EXCHANGE OR IF THE
SECURITIES ARE NOT SO LISTED ON EITHER A PRO RATA BASIS, BY LOT OR IN ACCORDANCE
WITH ANY OTHER METHOD THE TRUSTEE CONSIDERS FAIR AND APPROPRIATE.
THE TRUSTEE
SHALL MAKE THE SELECTION FROM SECURITIES OUTSTANDING AND NOT PREVIOUSLY CALLED
FOR REDEMPTION.
THE TRUSTEE MAY SELECT FOR REDEMPTION PORTIONS OF THE PRINCIPAL
OF SECURITIES THAT HAVE DENOMINATIONS LARGER THAN $1,000.
SECURITIES AND
PORTIONS OF THEM IT SELECTS SHALL BE IN AMOUNTS OF $1,000 OR INTEGRAL MULTIPLES
OF $1,000.
PROVISIONS OF THIS INDENTURE THAT APPLY TO SECURITIES CALLED FOR
REDEMPTION ALSO APPLY TO PORTIONS OF SECURITIES CALLED FOR REDEMPTION.
SECTION 3.03. NOTICE OF REDEMPTION
.
IN CASE THE COMPANY SHALL DESIRE TO EXERCISE THE RIGHT TO REDEEM ALL OR, AS
THE CASE MAY BE, ANY PART OF THE SECURITIES PURSUANT TO SECTION 3.01, IT SHALL
FIX A DATE FOR REDEMPTION (THE "REDEMPTION DATE") AND IT OR, AT ITS WRITTEN
REQUEST RECEIVED BY THE TRUSTEE NOT FEWER THAN TEN (10) DAYS PRIOR (OR SUCH
SHORTER PERIOD OF TIME AS MAY BE ACCEPTABLE TO THE TRUSTEE) TO THE REDEMPTION
DATE, THE TRUSTEE IN THE NAME OF AND AT THE EXPENSE OF THE COMPANY, SHALL MAIL
OR CAUSE TO BE MAILED A NOTICE OF SUCH REDEMPTION (A "REDEMPTION NOTICE") NOT
FEWER THAN TEN (10) NOR MORE THAN SIXTY (60) DAYS PRIOR TO THE REDEMPTION DATE
TO EACH HOLDER OF SECURITIES SO TO BE REDEEMED AS A WHOLE OR IN PART 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
REDEMPTION DATE TO THE TRUSTEE.
THE 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.
FAILURE TO GIVE SUCH NOTICE BY MAIL OR ANY
DEFECT IN THE NOTICE TO THE HOLDER OF ANY SECURITY DESIGNATED FOR REDEMPTION IN
WHOLE OR PART SHALL NOT AFFECT THE VALIDITY OF THE PROCEEDINGS FOR THE
REDEMPTION OF ANY OTHER SECURITY.
CONCURRENTLY WITH THE MAILING OF ANY SUCH
REDEMPTION NOTICE, THE COMPANY OR, AT ITS WRITTEN REQUEST, THE TRUSTEE IN THE
NAME OF AND AT THE EXPENSE OF THE COMPANY, SHALL MAIL OR CAUSE TO BE MAILED TO
ALL