REDEMPTION AND PREPAYMENT
||Notices to Trustee. |
If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a Redemption Date, an Officers Certificate setting forth:
(1) the clause of this Indenture pursuant to which the redemption shall occur;
(2) the Redemption Date;
(3) the principal amount of Notes to be redeemed; and
(4) the redemption price (or manner of calculation if not then known).
If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms
of the Notes, will be set forth in an Officers Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date.
||Selection of Notes to Be Redeemed or Purchased. |
If less than all of the Notes
are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis except:
(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national
securities exchange on which the Notes are listed; or
(2) if otherwise required by law or to comply with the rules of the
In the event of partial redemption by lot, the particular Notes to be redeemed will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.
The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. No Notes of $2,000 or less can be redeemed in part, and the unredeemed portion of the Notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess
thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.
The provisions in this Section 3.02 and Sections 3.03 and 3.04 hereof relating to a redemption of the Notes will also be applicable
to a repurchase of the Notes pursuant to an Asset Sale Offer or a Change of Control Offer, except as otherwise provided in this Indenture.
||Notice of Redemption. |
Subject to the provisions of Section 3.09 hereof,
notices of redemption will be delivered at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address or otherwise delivered in accordance with the procedures of DTC, except
that redemption notices may be delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12. Notes
called for redemption become due on the Redemption Date, provided that notices of redemption may be conditioned on one or more conditions precedent,