PRINCIPAL AMOUNT OF NOTES WITH RESPECT TO WHICH SUCH NOTICE OF
WITHDRAWAL IS BEING SUBMITTED, WHICH MUST BE AN INTEGRAL MULTIPLE OF $1,000; AND
(D)
THE PRINCIPAL AMOUNT OF NOTES, IF ANY, WHICH REMAINS SUBJECT TO
THE ORIGINAL REPURCHASE NOTICE, WHICH MUST BE AN INTEGRAL MULTIPLE OF $1,000.
Any withdrawal notice provided in respect of a beneficial interest in a Global
Note shall be required to comply with the applicable procedures of the
Depositary.
SECTION 3.09.
DEPOSIT OF REPURCHASE PRICE.
(A)
PRIOR TO 11:00 A.M., NEW YORK CITY TIME, ON THE CHANGE IN CONTROL
REPURCHASE DATE, THE ISSUER SHALL DEPOSIT WITH THE PAYING AGENT OR, IF THE
ISSUER IS ACTING AS THE PAYING AGENT, SHALL SEGREGATE AND HOLD IN TRUST AS
PROVIDED IN SECTION 4.04 AN AMOUNT OF CASH (IN IMMEDIATELY AVAILABLE FUNDS IF
DEPOSITED ON THE CHANGE IN CONTROL REPURCHASE DATE), SUFFICIENT TO PAY THE
AGGREGATE CHANGE IN CONTROL PURCHASE PRICE OF ALL THE NOTES OR PORTIONS THEREOF
THAT ARE TO BE REPURCHASED AS OF THE CHANGE IN CONTROL REPURCHASE DATE.
(B)
IF ON THE CHANGE IN CONTROL REPURCHASE DATE THE PAYING AGENT HOLDS
MONEY SUFFICIENT TO PAY THE CHANGE IN CONTROL PURCHASE PRICE OF THE NOTES THAT
HOLDERS HAVE ELECTED TO
23
REQUIRE THE ISSUER TO REPURCHASE IN ACCORDANCE WITH SECTION 3.05 THEN, ON AND
AFTER THE CHANGE IN CONTROL REPURCHASE DATE SUCH NOTES WILL CEASE TO BE
OUTSTANDING, INTEREST WILL CEASE TO ACCRUE WITH RESPECT TO SUCH NOTES AND ALL
OTHER RIGHTS OF THE HOLDERS OF SUCH NOTES WILL TERMINATE, OTHER THAN THE RIGHT
TO RECEIVE THE CHANGE IN CONTROL PURCHASE PRICE.
SUCH WILL BE THE CASE WHETHER
OR NOT BOOK-ENTRY TRANSFER OF THE NOTE TO THE PAYING AGENT IS MADE OR WHETHER OR
NOT NOTES IN CERTIFICATED FORM, TOGETHER WITH NECESSARY ENDORSEMENTS, ARE
DELIVERED TO THE PAYING AGENT.
SECTION 3.10.
NOTES REPURCHASED IN PART.
UPON PRESENTATION OF ANY NOTE
REPURCHASED ONLY IN PART, THE ISSUER SHALL EXECUTE AND THE TRUSTEE SHALL
AUTHENTICATE AND MAKE AVAILABLE FOR DELIVERY TO THE HOLDER THEREOF, AT THE
EXPENSE OF THE ISSUER, A NEW NOTE OR NOTES, OF ANY AUTHORIZED DENOMINATION, IN
AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE UNREPURCHASED PORTION OF THE NOTES
PRESENTED.
SECTION 3.11.
THIRD PARTY PURCHASE.
THE ISSUER MAY ARRANGE FOR A THIRD PARTY
TO PURCHASE NOTES FOR WHICH THE ISSUER HAS RECEIVED A VALID REPURCHASE NOTICE
THAT HAS NOT BEEN PROPERLY WITHDRAWN, IN THE MANNER AND OTHERWISE IN COMPLIANCE
WITH THE REQUIREMENTS SET FORTH HEREIN AND IN THE NOTES. IF A THIRD PARTY
PURCHASES ANY NOTES UNDER SUCH CIRCUMSTANCES, THEN INTEREST WILL CONTINUE TO
ACCRUE ON THE NOTES AND SUCH NOTES WILL CONTINUE TO BE OUTSTANDING AFTER THE
CHANGE IN CONTROL REPURCHASE DATE FOR ALL PURPOSES OF THE INDENTURE AND WILL BE
FUNGIBLE WITH ALL OTHER NOTES THEN OUTSTANDING.
SECTION 3.12.
REPAYMENT TO THE ISSUER.
SUBJECT TO SECTION 11.04, THE PAYING
AGENT SHALL RETURN TO THE ISSUER ANY CASH THAT REMAINS UNCLAIMED, TOGETHER WITH
INTEREST, IF ANY, THEREON, HELD BY THEM FOR THE PAYMENT OF THE