CLAIM.
(G) IF A HOLDER IS PAID SOME OR ALL OF THE CHANGE OF CONTROL REPURCHASE PRICE
WITH RESPECT TO SUCH HOLDER'S SECURITIES IN SHARES OF COMMON STOCK, THE COMPANY
SHALL PAY ANY DOCUMENTARY, STAMP OR SIMILAR ISSUE OR TRANSFER TAX DUE ON SUCH
ISSUE OF COMMON STOCK; PROVIDED THAT THE HOLDER SHALL PAY ANY SUCH TAX WHICH IS
DUE BECAUSE THE HOLDER REQUESTS THE COMMON STOCK TO BE ISSUED IN A NAME OTHER
THAN THAT OF THE HOLDER.
THE PAYING AGENT MAY REFUSE TO DELIVER THE
CERTIFICATES REPRESENTING THE SHARES OF COMMON STOCK BEING ISSUED IN A NAME
OTHER THAN THE HOLDER'S NAME UNTIL THE PAYING AGENT RECEIVES A SUM SUFFICIENT TO
PAY ANY TAX WHICH WILL BE DUE BECAUSE THE SHARES OF COMMON STOCK ARE TO BE
ISSUED IN A NAME OTHER THAN THE HOLDER'S NAME.
NOTHING HEREIN SHALL PRECLUDE
ANY INCOME TAX WITHHOLDING REQUIRED BY LAW OR REGULATIONS.
SECTION 3.09. CONDITIONS AND PROCEDURES FOR REPURCHASE AT OPTION OF HOLDERS
(B) THE COMPANY SHALL REPURCHASE FROM THE HOLDER THEREOF, PURSUANT TO SECTION
3.07, A PORTION OF A SECURITY, 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 SECURITY ALSO APPLY TO THE REPURCHASE OF SUCH PORTION OF
SUCH SECURITY.
UPON PRESENTATION OF ANY SECURITY REPURCHASED 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 ANY AUTHORIZED DENOMINATION, IN AGGREGATE PRINCIPAL AMOUNT EQUAL
TO THE PORTION OF THE SECURITIES PRESENTED THAT IS NOT REPURCHASED.
(C) ON OR PRIOR TO A CHANGE OF CONTROL REPURCHASE DATE, THE COMPANY WILL DEPOSIT
WITH THE TRUSTEE OR WITH ONE OR MORE PAYING AGENTS (OR, IF THE COMPANY IS ACTING
AS ITS OWN PAYING AGENT, SET ASIDE, SEGREGATE OR HOLD IN TRUST AS PROVIDED IN
SECTION 2.05) AN AMOUNT OF CASH AND/OR SHARES OF COMMON STOCK, AS APPLICABLE,
SUFFICIENT TO REPURCHASE ON THE CHANGE OF CONTROL REPURCHASE DATE ALL THE
SECURITIES OR PORTIONS THEREOF TO BE REPURCHASED ON SUCH DATE AT THE CHANGE OF
CONTROL REPURCHASE PRICE; PROVIDED THAT IF SUCH DEPOSIT IS MADE ON THE CHANGE OF
CONTROL REPURCHASE DATE, IT MUST BE RECEIVED BY THE TRUSTEE OR PAYING AGENT, AS
THE CASE MAY BE, BY 10:00 A.M., CHICAGO TIME, ON SUCH DATE.
IF THE TRUSTEE OR OTHER PAYING AGENT APPOINTED BY THE COMPANY, OR THE COMPANY OR
AN AFFILIATE OF THE COMPANY, IF IT OR SUCH AFFILIATE IS ACTING AS THE PAYING
AGENT, HOLDS CASH OR SHARES OF COMMON STOCK SUFFICIENT TO PAY THE AGGREGATE
CHANGE OF CONTROL REPURCHASE PRICE OF ALL THE SECURITIES OR PORTIONS THEREOF
THAT ARE TO BE REPURCHASED AS OF THE CHANGE OF CONTROL REPURCHASE DATE, ON OR
AFTER THE CHANGE OF CONTROL REPURCHASE DATE, (I) SUCH SECURITIES WILL CEASE TO
BE OUTSTANDING, (II) INTEREST ON SUCH SECURITIES WILL CEASE TO ACCRUE AND (III)
ALL