REDEMPTION PRICE;
PROVIDED THAT IF THE APPLICABLE REDEMPTION DATES FALL ON AN INTEREST PAYMENT
DATE, THE INTEREST PAYABLE ON SUCH INTEREST PAYMENT DATE SHALL BE PAYABLE TO THE
HOLDERS OF RECORD OF SUCH SECURITIES ON THE APPLICABLE RECORD DATE INSTEAD OF
THE HOLDERS SURRENDERING SUCH SECURITIES FOR REDEMPTION ON SUCH DATE.
UPON PRESENTATION OF ANY SECURITIES REDEEMED IN PART ONLY, THE COMPANY SHALL
EXECUTE AND THE TRUSTEE SHALL AUTHENTICATE AND MAKE AVAILABLE FOR DELIVERY TO
THE HOLDER THEREOF, AT THE EXPENSE OF THE COMPANY, A NEW SECURITY OR SECURITIES,
OF AUTHORIZED DENOMINATIONS, IN PRINCIPAL AMOUNT EQUAL TO THE UNREDEEMED PORTION
OF THE SECURITIES SO PRESENTED.
SECTION 3.06. SECURITIES REDEEMED IN PART
.
IN CASE ANY SECURITY IS TO BE REDEEMED IN PART ONLY, THE NOTICE OF REDEMPTION
SHALL STATE THE PORTION OF THE PRINCIPAL AMOUNT THEREOF TO BE REDEEMED AND SHALL
STATE THAT, ON AND AFTER THE REDEMPTION DATE, UPON SURRENDER OF SUCH SECURITY, A
NEW SECURITY OR SECURITIES IN PRINCIPAL AMOUNT EQUAL TO THE UNREDEEMED PORTION
THEREOF WILL BE ISSUED.
IF ANY SECURITY SELECTED FOR PARTIAL REDEMPTION IS
SUBMITTED FOR CONVERSION IN PART AFTER SUCH SELECTION, THE PORTION OF SUCH
SECURITY SUBMITTED FOR CONVERSION SHALL BE DEEMED (SO FAR AS MAY BE POSSIBLE) TO
BE THE PORTION TO BE SELECTED FOR REDEMPTION.
THE SECURITIES (OR PORTIONS
THEREOF) SO SELECTED SHALL BE DEEMED DULY SELECTED FOR REDEMPTION FOR ALL
PURPOSES HEREOF, NOTWITHSTANDING THAT ANY SUCH SECURITY IS SUBMITTED FOR
CONVERSION IN PART BEFORE THE MAILING OF THE NOTICE OF REDEMPTION.
UPON ANY REDEMPTION OF LESS THAN ALL OF THE OUTSTANDING SECURITIES, THE COMPANY
AND THE TRUSTEE MAY (BUT NEED NOT), SOLELY FOR PURPOSES OF DETERMINING THE PRO
RATA ALLOCATION AMONG SUCH SECURITIES AS ARE UNCONVERTED AND OUTSTANDING AT THE
TIME OF REDEMPTION, TREAT AS OUTSTANDING ANY SECURITIES SURRENDERED FOR
CONVERSION DURING THE PERIOD OF FIFTEEN (15) DAYS NEXT PRECEDING THE MAILING OF
A NOTICE OF REDEMPTION AND MAY (BUT NEED NOT) TREAT AS OUTSTANDING ANY SECURITY
AUTHENTICATED AND DELIVERED DURING SUCH PERIOD IN EXCHANGE FOR THE UNCONVERTED
PORTION OF ANY SECURITY CONVERTED IN PART DURING SUCH PERIOD.
SECTION 3.07. REPURCHASE OF SECURITIES BY THE COMPANY AT OPTION OF HOLDERS UPON
A CHANGE OF CONTROL
. (A) IF A CHANGE OF CONTROL SHALL OCCUR AT ANY TIME PRIOR TO THE MATURITY DATE,
EACH HOLDER SHALL HAVE THE RIGHT, AT SUCH HOLDER'S OPTION, TO REQUIRE THE
COMPANY TO REPURCHASE FOR CASH, IN SHARES OF COMMON STOCK OR A COMBINATION
THEREOF (AS SELECTED BY THE COMPANY PURSUANT TO SECTION 3.08) ANY OR ALL OF SUCH
HOLDER'S SECURITIES, OR ANY PORTION OF THE PRINCIPAL AMOUNT THEREOF THAT IS
EQUAL TO $1,000 OR AN INTEGRAL MULTIPLE OF $1,000, ON THE DATE SPECIFIED IN THE
CHANGE OF CONTROL REPURCHASE NOTICE, WHICH DATE SHALL BE NO MORE THAN FORTY FIVE
(45) DAYS AFTER THE DATE OF SUCH CHANGE OF CONTROL REPURCHASE NOTICE (SUBJECT TO
EXTENSION TO COMPLY WITH APPLICABLE LAW) (THE "CHANGE OF CONTROL REPURCHASE
DATE").
THE COMPANY SHALL REPURCHASE SUCH SECURITIES AT A PRICE (THE "CHANGE