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to the date of purchase, and (y) with respect to the Senior Discount Notes, 100%
of the Accreted Value thereof plus, after the Full Accretion Date, accrued and
unpaid interest, if any, to the date of purchase. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by the Indentures. If the
aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
applicable Trustee shall select the Notes and such other pari passu Indebtedness
to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.
     If less than all of the Notes are to be redeemed at any time, the
applicable Trustee will select Notes for redemption as follows:
          (1) if the Notes are listed, in compliance with the requirements of
     the principal national securities exchange on which the Notes are listed;
          (2) if the Notes are not so listed, on a pro rata basis, by lot or by
     such method as the applicable Trustee shall deem fair and appropriate.
     No Notes of $1,000 or less shall be redeemed in part. Notices of redemption
shall be mailed by first class mail 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. Notices of redemption may not be conditional.
     If any Note is to be redeemed in part only, the notice of redemption that
relates to that Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion of
the original Note will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest ceases to
accrue on, or the Accreted Value ceases to increase on, as the case may be,
Notes or portions of them called for redemption.
     Set forth below are summaries of certain covenants contained in the
Indentures. During any period of time that (a) either the Eight-Year Senior
Notes, the Ten-Year Senior Notes or the Senior Discount Notes have Investment
Grade Ratings from both Rating Agencies and (b) no Default or Event of Default
has occurred and is continuing under the applicable Indenture, the Company and
its Restricted Subsidiaries will not be subject to the provisions of such
Indenture applicable to them described under "-- Incurrence of Indebtedness and
Issuance of Preferred Stock," "-- Restricted Payments," "-- Asset Sales,"
"-- Sale and Leaseback Transactions," "-- Dividend and Other Payment
Restrictions Affecting Subsidiaries," "-- Transactions with Affiliates,"
"-- Investments" and clause (4) of the first paragraph of "-- Merger,
Consolidation and Sale of Assets" (collectively, the "Suspended Covenants"). In
the event that the Company and its Restricted Subsidiaries are not subject to
the Suspended Covenants for any period of time as a result of the preceding
sentence and, subsequently, one or both of the Rating Agencies withdraws its
ratings or downgrades the ratings assigned to the applicable Notes below the
required Investment Grade Ratings or a Default or Event of Default occurs and is
continuing, then the Company and its Restricted Subsidiaries will thereafter
again be subject to the Suspended Covenants and compliance with the Suspended
Covenants with respect to the Restricted Payments made after the time of such
withdrawal, downgrade,