THAN A GLOBAL NOTE TO BE SO REPURCHASED AT THE OPTION OF
THE HOLDER, THE COMPANY MUST RECEIVE AT THE OFFICE OR AGENCY OF THE COMPANY
MAINTAINED FOR THAT PURPOSE OR, AT THE OPTION OF SUCH HOLDER, THE CORPORATE
TRUST OFFICE, SUCH NOTE WITH THE FORM ENTITLED "OPTION TO ELECT REPAYMENT UPON A
FUNDAMENTAL CHANGE" ON THE REVERSE THEREOF DULY COMPLETED, TOGETHER WITH SUCH
NOTES DULY ENDORSED FOR TRANSFER, ON OR BEFORE THE FUNDAMENTAL CHANGE EXPIRATION
TIME.
ALL QUESTIONS AS TO THE VALIDITY, ELIGIBILITY (INCLUDING TIME OF RECEIPT)
AND ACCEPTANCE OF ANY NOTE FOR REPURCHASE SHALL BE DETERMINED BY THE COMPANY,
WHOSE DETERMINATION SHALL BE FINAL AND BINDING ABSENT MANIFEST ERROR.
(D)
ON OR PRIOR TO THE FUNDAMENTAL CHANGE 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 AND HOLD IN TRUST AS
PROVIDED IN SECTION 4.04) AN AMOUNT OF MONEY SUFFICIENT TO REPURCHASE ON THE
FUNDAMENTAL CHANGE REPURCHASE DATE ALL THE NOTES TO BE REPURCHASED ON SUCH DATE
AT THE APPROPRIATE REPURCHASE PRICE, TOGETHER WITH ACCRUED INTEREST TO, BUT
EXCLUDING, THE FUNDAMENTAL CHANGE REPURCHASE DATE; PROVIDED THAT IF SUCH PAYMENT
IS MADE ON THE FUNDAMENTAL CHANGE REPURCHASE DATE IT MUST BE RECEIVED BY THE
TRUSTEE OR PAYING AGENT, AS THE CASE MAY BE, BY 10:00 A.M. NEW YORK CITY TIME,
ON SUCH DATE. PAYMENT FOR NOTES SURRENDERED FOR REPURCHASE (AND NOT WITHDRAWN)
PRIOR TO THE FUNDAMENTAL CHANGE EXPIRATION TIME WILL BE MADE PROMPTLY (BUT IN NO
EVENT MORE THAN FIVE (5) BUSINESS DAYS) FOLLOWING THE FUNDAMENTAL CHANGE
REPURCHASE DATE BY MAILING CHECKS FOR THE AMOUNT PAYABLE TO THE HOLDERS OF SUCH
NOTES ENTITLED THERETO AS THEY SHALL APPEAR IN THE NOTE REGISTER.
20
(E)
IN THE CASE OF A RECLASSIFICATION, CHANGE, CONSOLIDATION, MERGER,
COMBINATION, SALE OR CONVEYANCE TO WHICH SECTION 14.06 APPLIES, IN WHICH THE
COMMON STOCK OF THE COMPANY IS CHANGED OR EXCHANGED AS A RESULT INTO THE RIGHT
TO RECEIVE STOCK, SECURITIES OR OTHER PROPERTY OR ASSETS (INCLUDING CASH), WHICH
INCLUDES SHARES OF COMMON STOCK OF THE COMPANY OR SHARES OF COMMON STOCK OF
ANOTHER PERSON THAT ARE, OR UPON ISSUANCE WILL BE, TRADED ON A UNITED STATES
NATIONAL SECURITIES EXCHANGE OR APPROVED FOR TRADING ON AN ESTABLISHED AUTOMATED
OVER-THE-COUNTER TRADING MARKET IN THE UNITED STATES AND SUCH SHARES CONSTITUTE
AT THE TIME SUCH CHANGE OR EXCHANGE BECOMES EFFECTIVE IN EXCESS OF 50% OF THE
AGGREGATE FAIR MARKET VALUE OF SUCH STOCK, SECURITIES OR OTHER PROPERTY OR
ASSETS (INCLUDING CASH) (AS DETERMINED BY THE COMPANY, WHICH DETERMINATION SHALL
BE CONCLUSIVE AND BINDING), THEN THE PERSON FORMED BY SUCH CONSOLIDATION OR
RESULTING FROM SUCH MERGER OR WHICH ACQUIRES SUCH ASSETS, AS THE CASE MAY BE,
SHALL EXECUTE AND DELIVER TO THE TRUSTEE A SUPPLEMENTAL INDENTURE (ACCOMPANIED
BY AN OPINION OF COUNSEL THAT SUCH SUPPLEMENTAL INDENTURE COMPLIES WITH THE
TRUST INDENTURE ACT AS IN FORCE AT THE DATE OF EXECUTION OF SUCH SUPPLEMENTAL
INDENTURE) MODIFYING THE PROVISIONS