Common use of Amendment of the Note Clause in Contracts

Amendment of the Note. The parties hereto hereby amend the Note so that from and after the date of this Fifth Amendment and until Maturity, the Exercise Date shall become December 17, 2007 (the "Note Amendment"). Concurrently with the execution and delivery of this Fifth Amendment, Seller is delivering to Buyer, in exchange for the duly executed outstanding Note, a duly executed amended Note in the form of Exhibit A hereto, which is identical to the outstanding Note in all respects except that it gives effect to the Note Amendment. The parties agree that the amended Note is a replacement of the outstanding Note and evidences the same debt, and is entitled to the same benefits as, the outstanding Note except to the extent otherwise provided by the Note Amendment. The parties also agree that neither this Fifth Amendment nor the amended Note shall affect any rights or obligations under the Note Purchase Agreement or Note with respect to any periods, acts, omissions or circumstances which occurred prior to the date of this Fifth Amendment. From and after the execution and delivery of this Fifth Amendment, all references in the Transaction Documents to the Note shall be deemed to be references to the Note as amended by the Note Amendment.

Amendment of the Note. The parties hereto hereby amend the Note so that from and after the date of this Fifth Second Amendment and until Maturity, (i) the Exercise Date shall become December 17April 1, 2007 2005 and (ii) the dollar amount in the first paragraph under the heading "Limitation on Funded Indebtedness" in the Note shall be increased from "$200,000,000" to "$300,000,000" (collectively, the "Note AmendmentAmendments"). Concurrently with the execution and delivery of this Fifth First Amendment, the Seller is delivering to Buyer, in exchange for the duly executed outstanding Note, a duly executed amended Note in the form of Exhibit A heretohere, which is identical to the outstanding Note in all respects except that it gives effect to the Note AmendmentAmendments. The parties agree that the amended Note is a replacement of the outstanding Note and evidences the same debt, and is entitled to the same benefits as, the outstanding Note except to the extent otherwise provided by the Note AmendmentAmendments. The parties also agree that neither this Fifth Second Amendment nor the amended Note shall affect any rights or obligations under the Note Purchase Agreement or Note with respect to any periods, acts, omissions or circumstances which occurred prior to the date of this Fifth Second Amendment. From and after the execution and delivery of this Fifth Second Amendment, all references in the Transaction Documents to the Note shall be deemed to be references to the Note as amended by the Note AmendmentAmendments.

Amendment of the Note. The parties hereto hereby amend the Note so that (i) from and after the date of this Fifth Fourth Amendment and until Maturity, the Exercise Date shall become December 17May 15, 2007 and (ii) from and after September 15, 2006, the interest rate on the Note shall increase from 5% to 6%, the conversion price shall increase from $52 to $53 and Seller shall have the right to redeem the Note, in whole but not in part, at 101% of its principal amount together with all accrued but unpaid interest thereon upon at least 30 days' prior written notice and delivery to Buyer a certificate, dated the redemption date, duly executed and delivered by Seller's chief executive office that neither he nor Seller is then in possession of any non-public information concerning Seller, any of its subsidiaries or any of their businesses or operations which could reasonably be expected to have a material positive effect on the market price (or, if no such market price exists, the fair market value) of the Common Stock or other consideration issuable upon conversion of the Note (collectively, the "Note AmendmentAmendments"). Concurrently with the execution and delivery of this Fifth Fourth Amendment, Seller is delivering to Buyer, in exchange for the duly executed outstanding Note, a duly executed amended Note in the form of Exhibit A hereto, which is identical to the outstanding Note in all respects except that it gives effect to the Note AmendmentAmendments. The parties agree that the amended Note is a replacement of the outstanding Note and evidences the same debt, and is entitled to the same benefits as, the outstanding Note except to the extent otherwise provided by the Note AmendmentAmendments. The parties also agree that neither this Fifth Fourth Amendment nor the amended Note shall affect any rights or obligations under the Note Purchase Agreement or Note with respect to any periods, acts, omissions or circumstances which occurred prior to the date of this Fifth Fourth Amendment. From and after the execution and delivery of this Fifth Fourth Amendment, all references in the Transaction Documents to the Note shall be deemed to be references to the Note as amended by the Note AmendmentAmendments.

Amendment of the Note. The parties hereto hereby amend the Note so that from and after the date of this Fifth Third Amendment and until Maturity, (i) the Exercise Date shall become December 17September 15, 2007 2006, (ii) the aggregate principal amount of the Note shall be reduced from $100,000,000 to $50,000,000 and (iii) the "Limitation on Funded Indebtedness" section in the Note shall be deleted in its entirety (collectively, the "Note AmendmentAmendments"). Concurrently with the execution and delivery of this Fifth Third Amendment, (i) the Buyer is delivering to Seller written notice of its election to exercise its Put Option on April 1, 2005 with respect to $50,000,000 aggregate principal amount of the Note, a copy of which is attached as Exhibit A hereto (the "Put Option Exercise Notice"), and (ii) the Seller is delivering to Buyer, in exchange for the duly executed outstanding Note, a duly executed amended Note in the form of Exhibit A B hereto, which is identical to the outstanding Note in all respects except that it gives effect to the Note AmendmentAmendments. The parties agree that the amended Note is a replacement of the outstanding Note and evidences the same debt, and is entitled to the same benefits as, the outstanding Note except to the extent otherwise provided by the Note AmendmentAmendments. The parties also agree that neither this Fifth Third Amendment nor the amended Note shall affect any rights or obligations under the Note Purchase Agreement or Note with respect to any periods, acts, omissions or circumstances which occurred prior to the date of this Fifth AmendmentThird Amendments. From and after the execution and delivery of this Fifth Third Amendment, all references in the Transaction Documents to the Note shall be deemed to be references to the Note as amended by the Note AmendmentAmendments.