DATE FOR PAYMENT BY THE PERSON ENTITLED THERETO UNLESS PROPER WRITTEN
TRANSFER INSTRUCTIONS HAVE NOT BEEN RECEIVED BY THE RELEVANT RECORD DATE, IN
WHICH CASE SUCH PAYMENTS SHALL BE MADE BY CHECK MAILED TO THE ADDRESS OF SUCH
PERSON AS SUCH ADDRESS SHALL APPEAR IN THE SECURITY REGISTER.
26
(F)
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE HOLDERS OF THE
SECURITIES HAVE CERTAIN RIGHTS TO DIRECT THE COMPANY TO MODIFY THE (A) INTEREST
PAYMENT DATES, AND (B) CORRESPONDING STATED MATURITY OF THE SECURITIES.
IN THE
EVENT ANY SUCH MODIFICATIONS ARE MADE TO THE SECURITIES, APPROPRIATE CHANGES TO
THE FORM OF SECURITY SET FORTH IN ARTICLE II HEREOF SHALL BE MADE PRIOR TO THE
ISSUANCE AND AUTHENTICATION OF NEW OR REPLACEMENT SECURITIES.
ANY SUCH
MODIFICATION OF THE (A) INTEREST PAYMENT DATES AND (B) CORRESPONDING STATED
MATURITY WITH RESPECT TO ANY SECURITIES SHALL NOT REQUIRE OR BE SUBJECT TO THE
CONSENT OF THE TRUSTEE.
(G)
SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 3.1, EACH
SECURITY DELIVERED UNDER THIS INDENTURE UPON TRANSFER OF OR IN EXCHANGE FOR OR
IN LIEU OF ANY OTHER SECURITY SHALL CARRY THE RIGHTS TO INTEREST ACCRUED AND
UNPAID, AND TO ACCRUE, THAT WERE CARRIED BY SUCH OTHER SECURITY.
SECTION 3.2
DENOMINATIONS.
The Securities shall be in registered form without coupons and shall be issuable
in minimum denominations of $100,000 and any integral multiple of $1,000 in
excess thereof.
SECTION 3.3
EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
(A)
AT ANY TIME AND FROM TIME TO TIME AFTER THE EXECUTION AND DELIVERY
OF THIS INDENTURE, THE COMPANY MAY DELIVER SECURITIES IN AN AGGREGATE PRINCIPAL
AMOUNT (INCLUDING ALL THEN OUTSTANDING SECURITIES) NOT IN EXCESS OF NINETY THREE
MILLION SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($93,750,000) EXECUTED BY THE
COMPANY TO THE TRUSTEE FOR AUTHENTICATION, TOGETHER WITH A COMPANY ORDER FOR THE
AUTHENTICATION AND DELIVERY OF SUCH SECURITIES, AND THE TRUSTEE IN ACCORDANCE
WITH THE COMPANY ORDER SHALL AUTHENTICATE AND DELIVER SUCH SECURITIES.
IN
AUTHENTICATING SUCH SECURITIES, AND ACCEPTING THE ADDITIONAL RESPONSIBILITIES
UNDER THIS INDENTURE IN RELATION TO SUCH SECURITIES, THE TRUSTEE SHALL BE
ENTITLED TO RECEIVE, AND SHALL BE FULLY PROTECTED IN RELYING UPON:
(I)
A COPY OF ANY BOARD RESOLUTION RELATING THERETO; AND
(II)
AN OPINION OF COUNSEL STATING THAT:
(1) SUCH SECURITIES, WHEN
AUTHENTICATED AND DELIVERED BY THE TRUSTEE AND ISSUED BY THE COMPANY IN THE
MANNER AND SUBJECT TO ANY CONDITIONS SPECIFIED IN SUCH OPINION OF COUNSEL, WILL
CONSTITUTE, AND THE INDENTURE CONSTITUTES, VALID AND LEGALLY BINDING OBLIGATIONS
OF THE COMPANY, EACH ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION, MORATORIUM AND
SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS
AND TO GENERAL EQUITY PRINCIPLES; (2) THE SECURITIES HAVE BEEN DULY AUTHORIZED
AND EXECUTED BY THE COMPANY AND HAVE BEEN DELIVERED TO THE TRUSTEE FOR
AUTHENTICATION IN ACCORDANCE WITH THIS INDENTURE; (3) THE SECURITIES ARE NOT
REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT; AND (4) THE INDENTURE IS NOT
REQUIRED TO BE QUALIFIED UNDER THE TRUST INDENTURE