IF THE PAYING AGENT, IF OTHER THAN
EITHER ISSUER, HOLDS AS OF 10:00 A.M. EASTERN TIME ON THE DUE DATE MONEY
DEPOSITED BY OR ON BEHALF OF THE ISSUERS IN IMMEDIATELY AVAILABLE FUNDS AND
DESIGNATED FOR AND SUFFICIENT TO PAY ALL PRINCIPAL, PREMIUM, IF ANY, AND
INTEREST THEN DUE.
(B)
THE ISSUERS SHALL PAY INTEREST (INCLUDING
POST-PETITION INTEREST IN ANY PROCEEDING UNDER ANY BANKRUPTCY LAW) ON OVERDUE
PRINCIPAL AT THE RATE EQUAL TO THE THEN APPLICABLE INTEREST RATE ON THE NOTES TO
THE EXTENT LAWFUL; THEY SHALL PAY INTEREST (INCLUDING POST-PETITION INTEREST IN
ANY PROCEEDING UNDER ANY BANKRUPTCY LAW) ON OVERDUE INSTALLMENTS OF INTEREST
(WITHOUT REGARD TO ANY APPLICABLE GRACE PERIOD) AT THE SAME RATE TO THE EXTENT
LAWFUL.
SECTION 4.02.
MAINTENANCE OF OFFICE OR
AGENCY.
(A)
THE ISSUERS SHALL MAINTAIN AN OFFICE OR
AGENCY (WHICH MAY BE AN OFFICE OF THE TRUSTEE OR AN AFFILIATE OF THE TRUSTEE,
REGISTRAR OR CO-REGISTRAR) WHERE NOTES MAY BE SURRENDERED FOR REGISTRATION OF
TRANSFER OR EXCHANGE AND WHERE NOTICES AND DEMANDS TO OR UPON THE ISSUERS IN
46
RESPECT OF THE NOTES AND THIS INDENTURE MAY BE SERVED.
THE ISSUERS SHALL GIVE
PROMPT WRITTEN NOTICE TO THE TRUSTEE OF THE LOCATION, AND ANY CHANGE IN THE
LOCATION, OF SUCH OFFICE OR AGENCY.
IF AT ANY TIME THE ISSUERS SHALL FAIL TO
MAINTAIN ANY SUCH REQUIRED OFFICE OR AGENCY OR SHALL FAIL TO FURNISH THE TRUSTEE
WITH THE ADDRESS THEREOF, SUCH PRESENTATIONS, SURRENDERS, NOTICES AND DEMANDS
MAY BE MADE OR SERVED AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE.
(B)
THE ISSUERS MAY ALSO FROM TIME TO TIME
DESIGNATE ONE OR MORE OTHER OFFICES OR AGENCIES WHERE THE NOTES MAY BE PRESENTED
OR SURRENDERED FOR ANY OR ALL SUCH PURPOSES AND MAY FROM TIME TO TIME RESCIND
SUCH DESIGNATIONS; PROVIDED, HOWEVER, THAT NO SUCH DESIGNATION OR RESCISSION
SHALL IN ANY MANNER RELIEVE THE ISSUERS OF THEIR OBLIGATION TO MAINTAIN AN
OFFICE OR AGENCY FOR SUCH PURPOSES.
THE ISSUERS SHALL GIVE PROMPT WRITTEN
NOTICE TO THE TRUSTEE OF ANY SUCH DESIGNATION OR RESCISSION AND OF ANY CHANGE IN
THE LOCATION OF ANY SUCH OTHER OFFICE OR AGENCY.
(C)
THE ISSUERS HEREBY DESIGNATE THE CORPORATE
TRUST OFFICE OF THE TRUSTEE AS ONE SUCH OFFICE OR AGENCY OF THE ISSUERS IN
ACCORDANCE WITH SECTION 2.03 HEREOF.
SECTION 4.03.
REPORTS.
(A)
WHETHER OR NOT REQUIRED BY THE RULES AND
REGULATIONS OF THE SEC, SO LONG AS ANY NOTES ARE OUTSTANDING, THE ISSUERS SHALL
FURNISH TO THE HOLDERS OF NOTES ALL QUARTERLY AND ANNUAL FINANCIAL INFORMATION
THAT WOULD BE REQUIRED TO BE CONTAINED IN A FILING WITH THE SEC ON FORMS 10-Q
AND 10-K IF THE ISSUERS WERE REQUIRED TO FILE SUCH FORMS, INCLUDING A
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" AND, WITH RESPECT TO THE ANNUAL INFORMATION ONLY, A REPORT THEREON
BY THE CERTIFIED PUBLIC ACCOUNTANTS OF THE ISSUERS; PROVIDED, HOWEVER, THAT TO
THE EXTENT SUCH REPORTS ARE FILED WITH THE SEC AND PUBLICLY AVAILABLE, NO
ADDITIONAL COPIES NEED BE PROVIDED TO