The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and regulations are applicable to any Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 4.01(b), the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Section 4.01(b) by virtue of such conflict.
On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment all Securities or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions
thereof properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Securities so accepted together
with an Officers Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company.
The Paying Agent will promptly mail to each registered Holder of Securities so tendered the Change of Control Payment for such Securities, and
the Trustee will promptly authenticate and mail (at the Companys expense), or cause to be transferred by book entry, to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any;
provided that each such new Security shall be in a principal amount of $2,000 or an integral multiple of $1,000 thereafter. Any Security so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.
This Section 4.01(b) shall be applicable, except as described in this Section 4.01(b), regardless of whether or not any other
provisions of this Indenture are applicable.
Notwithstanding the foregoing, the Company shall not be required to make a Change of Control
Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.01(b) applicable to a Change of Control
Offer made by the Company and purchases all Securities properly tendered and not withdrawn under the Change of Control Offer.
may make a Change of Control Offer in advance of a Change of Control Triggering Event, and conditional upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event
at the time of making the Change of Control Offer.
ARTICLE V MISCELLANEOUS
Section 5.01. CONFLICT OF ANY PROVISION OF
INDENTURE WITH TRUST INDENTURE ACT.
If and to the extent
that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision included in this Supplemental Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act (an incorporated
provision), such incorporated provision shall control.
Section 5.02. DUPLICATE
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. Delivery of an executed counterpart by facsimile shall be effective as delivery of a manually executed counterpart thereof.