RIGHT TO RECEIVE THE FUNDAMENTAL CHANGE PURCHASE PRICE
AS AFORESAID).
THE COMPANY SHALL PUBLICLY ANNOUNCE THE PRINCIPAL AMOUNT OF
SECURITIES REPURCHASED ON OR AS SOON AS PRACTICABLE AFTER THE FUNDAMENTAL CHANGE
PURCHASE DATE.
(C)
THE PAYING AGENT WILL PROMPTLY RETURN TO
THE RESPECTIVE HOLDERS THEREOF ANY SECURITIES WITH RESPECT TO WHICH A
FUNDAMENTAL CHANGE PURCHASE NOTICE HAS BEEN WITHDRAWN IN COMPLIANCE WITH THIS
INDENTURE.
(D)
IF A FUNDAMENTAL CHANGE PURCHASE DATE FALLS
AFTER A REGULAR RECORD DATE AND ON OR BEFORE THE RELATED INTEREST PAYMENT DATE,
THEN INTEREST ON THE SECURITIES PAYABLE ON SUCH INTEREST PAYMENT DATE WILL BE
PAYABLE TO THE HOLDERS IN WHOSE NAMES THE SECURITIES ARE REGISTERED AT THE CLOSE
OF BUSINESS ON SUCH REGULAR RECORD DATE.
SECTION 3.04
REPAYMENT TO THE COMPANY.
To the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.03 exceeds the aggregate Fundamental Change Purchase Price
of the Securities or portions thereof that the Company is obligated to purchase,
then promptly after the Fundamental Change Purchase Date the Trustee or a Paying
Agent, as the case may be, shall return any such excess cash to the Company.
SECTION 3.05
SECURITIES PURCHASED IN PART.
Any Security that is to be purchased only in part shall be surrendered at the
office of a Paying Agent, and promptly after the Fundamental Change Purchase
Date, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security, without service charge, a new Security or
Securities, of such authorized denomination or denominations as may be requested
by such Holder (which must be equal to $1,000 principal amount or any integral
thereof), in aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered that is not
purchased.
SECTION 3.06
COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES. IN
CONNECTION WITH ANY OFFER TO PURCHASE OF SECURITIES UNDER SECTION 3.01, THE
COMPANY SHALL (A) COMPLY WITH RULE 13E-4 AND
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RULE 14E-1 (OR ANY SUCCESSOR TO EITHER SUCH RULE), AND ANY OTHER TENDER OFFER
RULES, IF APPLICABLE, UNDER THE EXCHANGE ACT, (B) FILE THE RELATED SCHEDULE TO
(OR ANY SUCCESSOR OR SIMILAR SCHEDULE, FORM OR REPORT) IF REQUIRED UNDER THE
EXCHANGE ACT, AND (C) OTHERWISE COMPLY WITH ALL FEDERAL AND STATE SECURITIES
LAWS IN CONNECTION WITH SUCH OFFER TO PURCHASE OR PURCHASE OF SECURITIES, ALL SO
AS TO PERMIT THE RIGHTS OF THE HOLDERS AND OBLIGATIONS OF THE COMPANY UNDER
SECTIONS 3.01 THROUGH 3.04 TO BE EXERCISED IN THE TIME AND IN THE MANNER
SPECIFIED THEREIN.
TO THE EXTENT THAT COMPLIANCE WITH ANY SUCH LAWS, RULES AND
REGULATIONS WOULD RESULT IN A CONFLICT WITH ANY OF THE TERMS HEREOF, THIS
INDENTURE IS HEREBY MODIFIED TO THE EXTENT REQUIRED FOR THE COMPANY TO COMPLY
WITH SUCH LAWS, RULES AND REGULATIONS.
SECTION 3.07
PURCHASE OF SECURITIES IN OPEN MARKET.
THE COMPANY (A) ON OR
PRIOR TO THE DATE THAT IS TWO YEARS FROM THE LATEST ISSUANCE OF ANY SECURITIES