OF THE COMPANY, THE MOST RECENT
SUBSEQUENTLY FILED QUARTERLY REPORT ON FORM 10-Q AND ANY CURRENT REPORT ON FORM
8-K OF THE COMPANY FILED SUBSEQUENT TO SUCH QUARTERLY REPORT, OTHER THAN CURRENT
REPORTS DESCRIBING ASSET DISPOSITIONS OTHERWISE DESCRIBED IN THE OFFERING
MATERIALS (OR CORRESPONDING SUCCESSOR REPORTS), (B) A DESCRIPTION OF MATERIAL
DEVELOPMENTS IN THE COMPANY'S BUSINESS SUBSEQUENT TO THE DATE OF THE LATEST OF
SUCH REPORTS, AND (C) IF MATERIAL, APPROPRIATE PRO FORMA FINANCIAL INFORMATION)
AND ALL INSTRUCTIONS AND MATERIALS NECESSARY TO TENDER SECURITIES PURSUANT TO
THE OFFER, TOGETHER WITH THE INFORMATION CONTAINED IN SECTION 4.06(E)(3).
(2)
NOT LATER THAN THE DATE UPON WHICH WRITTEN
NOTICE OF AN OFFER IS DELIVERED TO THE TRUSTEE AS PROVIDED BELOW, THE COMPANY
SHALL DELIVER TO THE TRUSTEE AN OFFICERS' CERTIFICATE AS TO (A) THE AMOUNT OF
THE OFFER (THE "OFFER AMOUNT"), INCLUDING INFORMATION AS TO ANY OTHER SENIOR
INDEBTEDNESS INCLUDED IN THE OFFER, (B) THE ALLOCATION OF THE NET AVAILABLE CASH
FROM THE ASSET DISPOSITIONS PURSUANT TO WHICH SUCH OFFER IS BEING MADE AND
(C) THE COMPLIANCE OF SUCH ALLOCATION WITH THE PROVISIONS OF SECTION 4.06(A) AND
(B), AS APPLICABLE.
ON SUCH DATE, THE COMPANY SHALL ALSO IRREVOCABLY DEPOSIT
WITH THE TRUSTEE OR WITH A PAYING AGENT (OR, IF THE COMPANY IS ACTING AS ITS OWN
PAYING AGENT, SEGREGATE AND HOLD IN TRUST) IN TEMPORARY CASH INVESTMENTS,
MATURING ON THE LAST DAY PRIOR TO THE PURCHASE DATE OR ON THE PURCHASE DATE IF
FUNDS ARE IMMEDIATELY AVAILABLE BY OPEN OF BUSINESS, AN AMOUNT EQUAL TO THE
OFFER AMOUNT TO BE HELD FOR PAYMENT IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION.
IF THE OFFER INCLUDES OTHER SENIOR INDEBTEDNESS, THE DEPOSIT DESCRIBED
IN THE PRECEDING SENTENCE MAY BE MADE WITH ANY OTHER PAYING AGENT PURSUANT TO
ARRANGEMENTS SATISFACTORY TO THE TRUSTEE.
UPON THE EXPIRATION OF THE PERIOD
FOR WHICH THE OFFER REMAINS OPEN (THE "OFFER PERIOD"), THE COMPANY SHALL DELIVER
TO THE TRUSTEE FOR CANCELLATION THE SECURITIES OR PORTIONS THEREOF WHICH HAVE
BEEN PROPERLY TENDERED TO AND ARE TO BE ACCEPTED BY THE COMPANY.
THE TRUSTEE
SHALL, ON THE PURCHASE DATE, MAIL OR DELIVER PAYMENT (OR CAUSE THE DELIVERY OF
PAYMENT) TO EACH TENDERING HOLDER IN THE AMOUNT OF THE PURCHASE PRICE.
IN THE
EVENT THAT THE AGGREGATE PURCHASE PRICE OF
61
THE SECURITIES DELIVERED BY THE COMPANY TO THE TRUSTEE IS LESS THAN THE OFFER
AMOUNT APPLICABLE TO THE SECURITIES, THE TRUSTEE SHALL DELIVER THE EXCESS TO THE
COMPANY IMMEDIATELY AFTER THE EXPIRATION OF THE OFFER PERIOD FOR APPLICATION IN
ACCORDANCE WITH THIS SECTION 4.06.
(3)
HOLDERS ELECTING TO HAVE A SECURITY
PURCHASED SHALL BE REQUIRED TO SURRENDER THE SECURITY, WITH AN APPROPRIATE FORM
DULY COMPLETED, TO THE COMPANY AT THE ADDRESS SPECIFIED IN THE NOTICE AT LEAST
THREE BUSINESS DAYS PRIOR TO THE PURCHASE DATE.
HOLDERS SHALL BE ENTITLED TO
WITHDRAW THEIR ELECTION IF THE TRUSTEE OR THE COMPANY RECEIVES NOT LATER THAN
ONE BUSINESS DAY PRIOR TO THE PURCHASE DATE, A TELEX, FACSIMILE TRANSMISSION OR
LETTER SETTING FORTH THE NAME