CHANGE IN CONTROL
PURCHASE PRICE; PROVIDED THAT TO THE EXTENT THAT THE AGGREGATE AMOUNT OF CASH
DEPOSITED BY THE ISSUER PURSUANT TO SECTION 3.09 EXCEEDS THE AGGREGATE CHANGE IN
CONTROL PURCHASE PRICE OF THE NOTES OR PORTIONS THEREOF WHICH THE ISSUER IS
OBLIGATED TO REPURCHASE AS OF THE CHANGE IN CONTROL REPURCHASE DATE, THEN,
UNLESS OTHERWISE AGREED IN WRITING WITH THE ISSUER, PROMPTLY AFTER THE SECOND
BUSINESS DAY FOLLOWING THE CHANGE IN CONTROL REPURCHASE DATE, THE PAYING AGENT
SHALL RETURN ANY SUCH EXCESS TO THE ISSUER, TOGETHER WITH INTEREST, IF ANY,
THEREON.
ARTICLE 4
PARTICULAR COVENANTS OF THE ISSUER
SECTION 4.01.
PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.
THE ISSUER COVENANTS
AND AGREES THAT IT WILL DULY AND PUNCTUALLY PAY OR CAUSE TO BE PAID WHEN DUE THE
PRINCIPAL OF (INCLUDING THE REDEMPTION PRICE UPON REDEMPTION OR THE CHANGE IN
CONTROL PURCHASE PRICE UPON REPURCHASE, IN EACH CASE PURSUANT TO ARTICLE 3), AND
INTEREST ON, EACH OF THE NOTES AT THE PLACES, AT THE RESPECTIVE TIMES AND IN THE
MANNER PROVIDED HEREIN AND IN THE NOTES.
SECTION 4.02.
MAINTENANCE OF OFFICE OR AGENCY.
THE ISSUER WILL MAINTAIN AN
OFFICE OR AGENCY IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, WHERE THE
NOTES MAY BE SURRENDERED FOR REGISTRATION OF TRANSFER OR EXCHANGE OR FOR
PRESENTATION FOR PAYMENT OR FOR CONVERSION, REDEMPTION OR REPURCHASE AND WHERE
NOTICES AND DEMANDS TO OR UPON THE ISSUER IN RESPECT OF THE NOTES AND THIS
INDENTURE MAY BE SERVED.
AS OF THE DATE OF THIS INDENTURE, SUCH OFFICE SHALL BE
THE U.S. BANK, CORPORATE TRUST SERVICES, 16TH FLOOR, 100 WALL STREET, NEW YORK,
NEW YORK 10005, AND, AT ANY OTHER TIME, AT SUCH OTHER ADDRESS AS THE TRUSTEE MAY
DESIGNATE FROM
24
TIME TO TIME BY NOTICE TO THE ISSUER.
THE ISSUER WILL GIVE PROMPT WRITTEN
NOTICE TO THE TRUSTEE OF THE LOCATION, AND ANY CHANGE IN THE LOCATION, OF SUCH
OFFICE OR AGENCY NOT DESIGNATED OR APPOINTED BY THE TRUSTEE.
IF AT ANY TIME THE
ISSUER 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.
The Issuer may also from time to time designate co-registrars and one or more
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.
The
Issuer will 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.
The Issuer hereby initially designates the Trustee as Paying Agent, Note
Registrar, Custodian and Conversion Agent and the Corporate Trust Office shall
be considered as one such office or agency of the Issuer for each of the
aforesaid purposes.
So long as the Trustee is the Note Registrar, the Trustee agrees to mail, or
cause to be mailed, the notices