REDEMPTION BECOME DUE AND PAYABLE ON THE
REDEMPTION DATE AND AT THE REDEMPTION PRICE STATED IN THE NOTICE.
UPON
SURRENDER TO THE PAYING AGENT, SUCH NOTES SHALL BE PAID AT THE REDEMPTION PRICE
STATED IN THE NOTICE, PLUS ACCRUED INTEREST AND SPECIAL INTEREST, IF ANY, TO THE
REDEMPTION DATE; PROVIDED, HOWEVER, THAT IF THE REDEMPTION DATE IS AFTER A
REGULAR RECORD DATE AND ON OR PRIOR TO THE INTEREST PAYMENT DATE, THE ACCRUED
INTEREST AND SPECIAL INTEREST, IF ANY, SHALL BE PAYABLE TO THE HOLDER OF THE
REDEEMED NOTES REGISTERED ON THE RELEVANT REGULAR RECORD DATE.
FAILURE TO GIVE
NOTICE OR ANY DEFECT IN THE NOTICE TO ANY HOLDER SHALL NOT AFFECT THE VALIDITY
OF THE NOTICE TO ANY OTHER HOLDER.
SECTION 3.05.
DEPOSIT OF REDEMPTION PRICE.
PRIOR TO 10:00 A.M.
(NEW YORK CITY TIME) ON THE REDEMPTION DATE, THE COMPANY SHALL DEPOSIT WITH THE
PAYING AGENT (OR, IF THE COMPANY OR A SUBSIDIARY IS THE PAYING AGENT, SHALL
SEGREGATE AND HOLD IN TRUST) MONEY SUFFICIENT TO PAY THE REDEMPTION PRICE OF,
AND ACCRUED INTEREST AND SPECIAL INTEREST, IF ANY, ON ALL NOTES TO BE REDEEMED
ON THAT DATE OTHER THAN NOTES OR PORTIONS OF NOTES CALLED FOR REDEMPTION THAT
HAVE BEEN DELIVERED BY THE COMPANY TO THE TRUSTEE FOR CANCELLATION.
ON OR AFTER
THE REDEMPTION DATE, INTEREST SHALL CEASE TO ACCRUE ON NOTES OR PORTIONS THEREOF
CALLED FOR REDEMPTION SO LONG AS THE COMPANY HAS DEPOSITED WITH THE PAYING AGENT
FUNDS SUFFICIENT TO PAY THE PRINCIPAL OF, PLUS ACCRUED AND UNPAID INTEREST AND
SPECIAL INTEREST, IF ANY, ON, THE NOTES TO BE REDEEMED, UNLESS THE PAYING AGENT
IS PROHIBITED FROM MAKING SUCH PAYMENT PURSUANT TO THE TERMS OF THIS INDENTURE.
SECTION 3.06.
NOTES REDEEMED IN PART.
UPON SURRENDER OF A NOTE
THAT IS REDEEMED IN PART, THE COMPANY SHALL EXECUTE AND THE TRUSTEE SHALL
AUTHENTICATE FOR THE HOLDER (AT THE COMPANY'S EXPENSE) A NEW NOTE EQUAL IN
PRINCIPAL AMOUNT AT MATURITY TO THE UNREDEEMED PORTION OF THE PRINCIPAL AMOUNT
AT MATURITY OF THE NOTE SURRENDERED.
SECTION 3.07.
TENDER OF NOTES IN EXERCISE OF WARRANTS.
THE
WARRANT AGREEMENT PROVIDES THAT THE HOLDER OF A WARRANT MAY EXERCISE SUCH
WARRANT BY SURRENDERING A NOTE OR A PORTION THEREOF THEN HELD BY SUCH HOLDER IN
PAYMENT OF THE EXERCISE PRICE FOR ALL WARRANT SHARES THEN EXERCISED EQUAL TO
100% OF THAT PORTION OF THE ACCRETED VALUE OF SUCH NOTES, WHICH THE HOLDER
THEREOF DIRECTS THE COMPANY TO ACCEPT IN PAYMENT OF SUCH EXERCISE PRICE.
TO THE
EXTENT THE ACCRETED VALUE OF SUCH SURRENDERED NOTE IS GREATER THAN THE AGGREGATE
AMOUNT OF THE EXERCISE PRICE FOR ALL WARRANT SHARES THEN PAID FOR BY SURRENDER
THEREOF (EXCLUSIVE OF THE PORTION OF SUCH EXERCISE PRICE PAID FOR BY ACCRUED
INTEREST, IF ANY, ON SUCH SURRENDERED NOTE), THE COMPANY SHALL DELIVER A NEW
NOTE TO THE TENDERING HOLDER THEREOF, IN ACCORDANCE WITH THE PROVISIONS OF THIS
INDENTURE, DATED THE DATE OF THE ORIGINAL ISSUANCE OF THE TENDERED NOTE, IN THE
PRINCIPAL AMOUNT TO MATURITY WHICH BEARS