Common use of Company's Right to Elect Manner of Payment of Purchase Price Clause in Contracts

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes to be purchased pursuant to Section 4.02 or Section 4.03(a) as of such Purchase Date or Fundamental Change Purchase Date, in U.S. legal tender ("Cash") or Common Stock, or in any combination of Cash and Common Stock, ---- subject to the conditions set forth in Sections 4.03(d) and (e); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f), whether the Company shall purchase the Notes for Cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Notes in respect of which it shall pay in Cash and/or Common Stock; provided that the Company shall pay Cash for fractional interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are purchased pursuant to this Section 4.03 shall receive the same percentage of Cash and/or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes, except (i) as provided in Section 4.03(e) with regard to the payment of Cash in lieu of fractional interests in Common Stock and (ii) in the event that the Company is unable to purchase the Notes of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Notes of such Holder or Holders for Cash. Once the Company has given its Company Notice to Holders, the Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid except pursuant to this Section 4.03(c) or Section 4.03(e). At least five Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company; (ii) the information required by Section 4.03(f); (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e) have been or shall be complied with; and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date occurring on or after December 14, 2004, or with respect to any Fundamental Change Purchase Date Date, to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes to be purchased pursuant to Section 4.02 or Section 4.03(a) this Indenture as of such Purchase Date or Fundamental Change Purchase Date, (a) in U.S. legal tender ("Cash") or (b) Common Stock (by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (x) the amount of Cash to which the Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price or Fundamental Change Purchase Price of such Notes in Cash by (y) the Market Price of a share of Common Stock), or (c) in any combination of Cash and Common Stock, ---- subject to the conditions set forth in Sections 4.03(d) and (e); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cashherein. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f)hereto, whether the Company shall purchase the Notes for Cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Notes in respect of which it shall pay in Cash and/or Common Stock; provided that the Company shall pay Cash for fractional interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are purchased pursuant to this Section 4.03 2.05 shall receive the same percentage of Cash and/or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes, except (ia) as provided in Section 4.03(e) herein with regard to the payment of Cash in lieu of fractional interests in Common Stock and (iib) in the event that the Company is unable to purchase the Notes of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Notes of such Holder or Holders for Cash. Once the Company has given its Company Notice to Holders, the Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid except pursuant to this Section 4.03(c) or Section 4.03(e). At least five Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company; (ii) the information required by Section 4.03(f); (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e) have been or shall be complied with; and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes ------------------------------------------------------------- 2001 Convertible Securities to be purchased on any of the first three Purchase Dates pursuant to Section 4.02 4.7(a) may be paid for, in whole or Section 4.03(a) as in part, at the election of such Purchase Date or Fundamental Change Purchase Datethe Company, in U.S. legal tender ("Cashcash") or shares of Common Stock, or in any combination of Cash cash and shares of Common Stock, ---- subject to the conditions set forth in Sections 4.03(d4.7(c) and (ed); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f4.7(e), whether the Company shall will purchase the Notes 2001 Convertible Securities for Cash cash or shares of Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Notes 2001 Convertible Securities in respect of which it shall will pay in Cash and/or cash or shares of Common Stock; provided that the Company shall pay Cash cash for fractional interests in shares of Common Stock. For purposes of determining the existence of potential fractional interests, all Notes 2001 Convertible Securities subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). With respect to any payment the Company elects to make, in whole or in part, in shares of Common Stock, the Company shall notify its Stock Transfer Agent of its election and the timing for delivery of the Common Stock. The Company shall irrevocably instruct the Stock Transfer Agent to deliver to a Holder the appropriate number of shares of Common Stock in book-entry form through the facilities of DTC, subject to satisfaction by such Holder of the conditions set forth in Section 4.7(a). The Stock Transfer Agent shall confirm to the Trustee in writing that it has received such instruction from the Company. On the Purchase Date, the Company shall irrevocably instruct the Stock Transfer Agent, subject to satisfaction by such Holder of the conditions set forth in Section 4.7(a), to deliver the Common Stock in book-entry form through DTC and the Trustee shall notify DTC that the aggregate outstanding principal amount at maturity of 2001 Convertible Securities in the form of Global Securities shall be adjusted downward to reflect such purchase and the Trustee shall reflect such adjustment on the Trustee's records for such Global Security. Each Holder whose Notes 2001 Convertible Securities are purchased pursuant to this Section 4.03 4.7 shall receive the same percentage of Cash and/or cash or shares of Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes2001 Convertible Securities, except (i) as provided in Section 4.03(e4.7(d) with regard to the payment of Cash cash in lieu of fractional interests in shares of Common Stock and (ii) in the event that the Company is unable to purchase the Notes 2001 Convertible Securities of a Holder or Holders for shares of Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws canconditions specified in Section 4.7(d) have not be obtainedbeen satisfied, the Company may purchase the Notes Securities of such Holder or Holders for Cashcash. Once the Company has given its Company Notice to Holders, the The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Holders except pursuant to this Section 4.03(c4.7(b) or pursuant to Section 4.03(e)4.7(d) in the event of a failure to satisfy, prior to the close of business on the Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in shares of Common Stock. The 2001 Convertible Securities to be purchased on any of the last two Purchase Dates may be paid for in cash only. At least five three Business Days before the each Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) i. the manner of payment selected by the Company;, (ii) . the information required by Section 4.03(f); (iii4.7(e) if in the Company elects Notice, iii. that the conditions to pay payment of the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in shares of Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e4.7(d) have been or shall will be complied with; and (iv) . whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f4.7(e).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes ------------------------------------------------------------- Securities to be purchased pursuant to Section 4.02 or Section 4.03(a3.08(a) as may be paid for, at the election of such Purchase Date or Fundamental Change Purchase Datethe Company, in U.S. legal tender ("Cash") cash or Common Stock, or in any combination of Cash cash and Common Stock, ---- subject to the conditions set forth in Sections 4.03(d3.08(c) and (ed); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f3.08(e), whether the Company shall will purchase the Notes Securities for Cash cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Notes Securities in respect of which it shall will pay in Cash and/or cash or Common Stock; provided that the Company shall will pay Cash cash for fractional interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Notes Securities subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes Securities are purchased pursuant to this Section 4.03 3.08 shall receive the same percentage of Cash and/or cash or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such NotesSecurities, except (i) as provided in Section 4.03(e3.08(d) with regard to the payment of Cash cash in lieu of fractional interests in shares of Common Stock and (ii) in the event that the Company is unable to purchase the Notes Securities of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws canconditions specified in Section 3.08(d) have not be obtainedbeen satisfied, the Company may purchase the Notes Securities of such Holder or Holders for Cashcash. Once the Company has given its Company Notice to Holders, the The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Securityholders except pursuant to this Section 4.03(c3.08(b) or pursuant to Section 4.03(e)3.08(d) in the event of a failure to satisfy, prior to the close of business on the Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in Common Stock. At least five three Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company;, (ii) the information required by Section 4.03(f3.08(e);, (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e3.08(d) have been or shall will be complied with; , and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f3.08(e).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Subject to Sections 2.03 and 2.04(8), the Company may elect elect, with respect to any a Purchase Date or Fundamental Change Purchase Date Date, to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes to be purchased pursuant to Section 4.02 or Section 4.03(a) this Indenture as of such Purchase Date or Fundamental Change Purchase Date, (a) in U.S. legal tender ("“Cash"”) or (b) Common Stock, or in any combination Stock (by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (x) the amount of Cash and Common Stock, ---- subject to which the conditions set forth in Sections 4.03(d) and (e); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in Holders would have been entitled had the Company Notice delivered pursuant elected to Section 4.03(f)pay all or such specified percentage, whether as the Company shall purchase the Notes for Cash or Common Stockcase may be, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of such Notes in respect Cash by (y) the Market Price of which it shall pay in Cash and/or a share of Common Stock; provided that ), or (c) in any combination of Cash and Common Stock, subject to the conditions set forth herein. The Company shall pay Cash for fractional interests in Common StockStock pursuant to Section 2.05(8). For purposes of determining the existence of potential fractional interests, all Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are purchased pursuant to this Section 4.03 2.05 shall receive the same percentage of Cash and/or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes, except (ia) as provided in Section 4.03(e) herein with regard to the payment of Cash in lieu of fractional interests in Common Stock and (iib) in the event that the Company is unable to purchase the Notes of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Notes of such Holder or Holders for Cash. Once the Company has given its Company Notice to Holders, the Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid except pursuant to this Section 4.03(c) or Section 4.03(e). At least five Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company; (ii) the information required by Section 4.03(f); (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e) have been or shall be complied with; and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes 2001 Convertible Securities to be purchased on any of the first three Purchase Dates pursuant to Section 4.02 4.7(a) may be paid for, in whole or Section 4.03(a) as in part, at the election of such Purchase Date or Fundamental Change Purchase Datethe Company, in U.S. legal tender ("Cashcash") or shares of Common Stock, or in any combination of Cash cash and shares of Common Stock, ---- subject to the conditions set forth in Sections 4.03(d4.7(c) and (ed); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f4.7(e), whether the Company shall will purchase the Notes 2001 Convertible Securities for Cash cash or shares of Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Notes 2001 Convertible Securities in respect of which it shall will pay in Cash and/or cash or shares of Common Stock; provided that the Company shall pay Cash cash for fractional interests in shares of Common Stock. For purposes of determining the existence of potential fractional interests, all Notes 2001 Convertible Securities subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). With respect to any payment the Company elects to make, in whole or in part, in shares of Common Stock, the Company shall notify the Stock Transfer Agent of its election and the timing for delivery of the Common Stock. The Company shall irrevocably instruct the Stock Transfer Agent to deliver to a Holder the appropriate number of shares of Common Stock in book-entry form through the facilities of DTC, subject to satisfaction by such Holder of the conditions set forth in Section 4.7(a). The Stock Transfer Agent shall confirm to the Trustee in writing that it has received such instruction from the Company. On the Purchase Date, the Company shall irrevocably instruct the Stock Transfer Agent, subject to satisfaction by such Holder of the conditions set forth in Section 4.7(a), to deliver the Common Stock in book-entry form through DTC and the Trustee shall notify DTC that the aggregate outstanding principal amount at maturity of 2001 Convertible Securities in the form of Global Securities shall be adjusted downward to reflect such purchase and the Trustee shall reflect such adjustment on the Trustee's records for such Global Securities. Each Holder whose Notes 2001 Convertible Securities are purchased pursuant to this Section 4.03 4.7 shall receive the same percentage of Cash and/or cash or shares of Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes2001 Convertible Securities, except (i) as provided in Section 4.03(e4.7(d) with regard to the payment of Cash cash in lieu of fractional interests in shares of Common Stock and (ii) in the event that the Company is unable to purchase the Notes 2001 Convertible Securities of a Holder or Holders for shares of Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws canconditions specified in Section 4.7(d) have not be obtainedbeen satisfied, the Company may purchase the Notes Securities of such Holder or Holders for Cashcash. Once the Company has given its Company Notice to Holders, the The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Holders except pursuant to this Section 4.03(c4.7(b) or pursuant to Section 4.03(e)4.7(d) in the event of a failure to satisfy, prior to the close of business on the Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in shares of Common Stock. The 2001 Convertible Securities to be purchased on any of the last two Purchase Dates may be paid for in cash only. At least five three Business Days before the each Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) i. the manner of payment selected by the Company;, (ii) . the information required by Section 4.03(f); (iii4.7(e) if in the Company elects Notice, iii. that the conditions to pay payment of the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in shares of Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e4.7(d) have been or shall will be complied with; and (iv) . whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f4.7(e).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes to be purchased pursuant to Section 4.02 or Section 4.03(a1107(a) as may be paid for, at the election of such Purchase Date or Fundamental Change Purchase Datethe Company, in U.S. legal tender ("Cash") cash or Common Stock, or in any combination of Cash cash and Common Stock, ---- subject to the conditions set forth in Sections 4.03(d1107(c) and (ed); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f1107(e), whether the Company shall will purchase the Notes for Cash cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Notes in respect of which it shall will pay in Cash and/or cash or Common Stock; provided that the Company shall will pay Cash cash for fractional interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are purchased pursuant to this Section 4.03 1107 shall receive the same percentage of Cash and/or cash or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes, except (i) as provided in Section 4.03(e1107(d) with regard to the payment of Cash cash in lieu of fractional interests in shares of Common Stock and (ii) in the event that the Company is unable to purchase the Notes of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws canconditions specified in Section 1107(d) have not be obtainedbeen satisfied, the Company may purchase the Notes of such Holder or Holders for Cashcash. Once the Company has given its Company Notice to Holders, the The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Noteholders except pursuant to this Section 4.03(c1107(b) or pursuant to Section 4.03(e)1107(d) in the event of a failure to satisfy, prior to the close of business on the Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in Common Stock. At least five three Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company;, (ii) the information required by Section 4.03(f1107(e);, (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e1107(d) have been or shall will be complied with; , and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f1107(e).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes to be purchased pursuant to Section 4.02 or Section 4.03(a1107(a) as may be paid for, at the election of such Purchase Date or Fundamental Change Purchase Datethe Company, in U.S. legal tender ("Cash") cash or Common Stock, or in any combination of Cash cash and Common Stock, ---- subject to the conditions set forth in Sections 4.03(d1107(c) and (ed); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f1107(e), whether the Company shall will purchase the Notes for Cash cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Notes in respect of which it shall will pay in Cash and/or cash or Common Stock; provided that the -------- Company shall will pay Cash cash for fractional interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are purchased pursuant to this Section 4.03 1107 shall receive the same percentage of Cash and/or cash or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes, except (i) as provided in Section 4.03(e1107(d) with regard to the payment of Cash cash in lieu of fractional interests in shares of Common Stock and (ii) in the event that the Company is unable to purchase the Notes of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws canconditions specified in Section 1107(d) have not be obtainedbeen satisfied, the Company may purchase the Notes of such Holder or Holders for Cashcash. Once the Company has given its Company Notice to Holders, the The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Noteholders except pursuant to this Section 4.03(c1107(b) or pursuant to Section 4.03(e)1107(d) in the event of a failure to satisfy, prior to the close of business on the Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in Common Stock. At least five three Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company;, (ii) the information required by Section 4.03(f1107(e);, (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e1107(d) have been or shall will be complied with; , and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f1107(e).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes Securities to be purchased pursuant to Section 4.02 or Section 4.03(a3.08(a) as may be paid for, at the election of such Purchase Date or Fundamental Change Purchase Datethe Company, in U.S. legal tender ("Cashcash") or Common Stock, or in any combination of Cash cash and Common Stock, ---- subject to the conditions set forth in Sections 4.03(d3.08(c) and (ed); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f3.08(e), whether the Company shall will purchase the Notes Securities for Cash cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Notes Securities in respect of which it shall will pay in Cash and/or cash or Common Stock; provided that the Company shall will pay Cash cash for fractional -------- interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Notes Securities subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes Securities are purchased pursuant to this Section 4.03 3.08 shall receive the same percentage of Cash and/or cash or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such NotesSecurities, except (i) as provided in Section 4.03(e3.08(d) with regard to the payment of Cash cash in lieu of fractional interests in shares of Common Stock and (ii) in the event that the Company is unable to purchase the Notes Securities of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Notes Securities of such Holder or Holders for Cashcash. Once the Company has given its Company Notice to Holders, the The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Securityholders, except pursuant to this Section 4.03(c3.08(b) or pursuant to Section 4.03(e)3.08(d) in the event of a failure to satisfy, prior to the close of business on the Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in Common Stock. At least five three Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company;, (ii) the information required by Section 4.03(f3.08(e);, (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e3.08(d) have been or shall will be complied with; , and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f3.08(e).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes Debentures to be purchased pursuant to Section 4.02 or Section 4.03(a401(a) as hereof may be paid for, at the election of such Purchase Date or Fundamental Change Purchase Datethe Company, in U.S. legal tender of the United States ("Cashcash") ), Sun Common Stock or Common Stock, or in any combination of Cash and Common Stockthereof, ---- subject to the conditions set forth in this Section 401(b) and in Sections 4.03(d401(c) and (e); provided, -------- however, that any d) hereof. The Purchase Price paid on May 11received by the Holder will represent two components of the Debentures surrendered. A portion of the Purchase Price by the Holder will represent payment of the accrued Original Issue Discount with respect to the Debentures and all or part of the remainder of the Purchase Price will represent repayment of the Issue Price of the Debentures. The accrued Original Issue Discount shall not be cancelled, 2003 pursuant extinguished or forfeited, but rather shall be deemed to Section ------- 4.03 (a) must be paid fully in Cashfull to the Holder thereof through delivery of the Purchase Price for the Debentures being purchased. If the Company elects to pay the Purchase Price in any combination of cash or Sun Common Stock, the Company shall designate, at its option, the portions of the Purchase Price for which it shall pay cash or Sun Common Stock. The Company shall designate, pay cash in the Company Notice delivered pursuant to Section 4.03(f), whether the Company shall purchase the Notes for Cash or Common Stock, or, if a combination thereof, the percentages lieu of the Purchase Price or Fundamental Change Purchase Price fractional shares of Notes in respect of which it shall pay in Cash and/or Common Stock; provided that the Company shall pay Cash for fractional interests in Sun Common Stock. For purposes of determining the existence of potential fractional interestsshares of Sun Common Stock, all Notes Debentures subject to purchase by the Company held by a single Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes Debentures are purchased on a Purchase Date pursuant to this Section 4.03 401 shall receive the same percentage proportion of Cash and/or cash or Sun Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price (except for such Notes, except (i) as provided in Section 4.03(e) with regard to the payment of Cash cash paid in lieu of fractional interests in shares of Sun Common Stock and (ii) in the event that the Company is unable to purchase the Notes of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Notes of such Holder or Holders for CashStock). Once the Company has given its Company Notice to Holders, the The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given notice thereof to Holders of Debentures except pursuant to this Section 4.03(c401(d) hereof, in the event of a failure to satisfy, prior to the close of business on the Purchase Date, any condition to the payment of the Purchase Price, in whole or Section 4.03(e)in part, in Sun Common Stock. At least five three Business Days before the Company Notice DateDate (defined below), the Company shall deliver an Officers' Certificate to the Trustee specifying: specifying (i) the manner of payment selected by the Company; , (ii) the information required by Section 4.03(f); 401(e) hereof, (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e401(d) hereof have been or shall will be complied with; and , and (iv) whether the Company desires the Trustee to give the Company Notice notice required by Section 4.03(f)401(e) hereof.

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Subject to Sections 2.03 and 2.04(8), the Company may elect with respect to the March 15, 2015 or the March 15, 2018 Purchase Dates, or with respect to any Purchase Date or Fundamental Change Purchase Date Date, to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes to be purchased pursuant to Section 4.02 or Section 4.03(a) this Indenture as of such Purchase Date or Fundamental Change Purchase Date, (a) in U.S. legal tender ("“Cash"”) or (b) Common Stock, or in any combination Stock (by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (x) the amount of Cash and Common Stock, ---- subject to which the conditions set forth in Sections 4.03(d) and (e); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in Holders would have been entitled had the Company Notice delivered pursuant elected to Section 4.03(f)pay all or such specified percentage, whether as the Company shall purchase the Notes for Cash or Common Stockcase may be, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of such Notes in respect Cash by (y) the Market Price of which it shall pay in Cash and/or a share of Common Stock; provided that ), or (c) in any combination of Cash and Common Stock, subject to the conditions set forth herein. The Company shall pay Cash for fractional interests in Common StockStock pursuant to Section 2.05(8). For purposes of determining the existence of potential fractional interests, all Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are purchased pursuant to this Section 4.03 2.05 shall receive the same percentage of Cash and/or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes, except (ia) as provided in Section 4.03(e) herein with regard to the payment of Cash in lieu of fractional interests in Common Stock and (iib) in the event that the Company is unable to purchase the Notes of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Notes of such Holder or Holders for Cash. Once the Company has given its Company Notice to Holders, the Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid except pursuant to this Section 4.03(c) or Section 4.03(e). At least five Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company; (ii) the information required by Section 4.03(f); (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e) have been or shall be complied with; and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f).

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Repurchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes to be purchased pursuant to Section 4.02 or Section 4.03(a1117(a) as of such Purchase Date or Fundamental Change Purchase Repurchase Date, in U.S. legal tender ("Cashcash") or Common Stock, or in any combination of Cash cash and Common Stock, ---- subject to the conditions set forth in Sections 4.03(d) and (eSection 1117(c); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f1117(d), (i) whether the Company shall purchase will repurchase the Notes for Cash cash or Common Stock, or, Stock or a combination thereof and (ii) if a combination thereof, the relative percentages of the Purchase Price or Fundamental Change Purchase Price of Notes in respect of which it shall will pay in Cash and/or cash and Common Stock; provided that the Company shall will pay Cash cash for fractional interests in shares of Common Stock. For purposes of determining the existence of potential fractional interests, all Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are purchased repurchased pursuant to this Section 4.03 1117 shall receive the same percentage of Cash cash and/or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes, except (i) as provided in Section 4.03(e1117(c) with regard to the payment of Cash cash in lieu of fractional interests in shares of Common Stock and (ii) that, in the event that the Company is unable to purchase repurchase the Notes of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase repurchase the Notes of such Holder or Holders for Cashcash. Once the Company has given its Company Notice to Holders, the The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Holders, except pursuant to this Section 4.03(c1117(b) or Section 4.03(e1117(c). At least five Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company; (ii) the information required by Section 4.03(f); (iii) if If the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock, the Company shall, at least one Business Day before the Company Notice Date, deliver an Officers' Certificate to the Trustee specifying that the conditions to such manner of payment set forth in Section 4.03(e1117(c) have been or shall complied with and/or that the Company will use commercially reasonable efforts to cause them to be complied with; and (iv) whether . In addition, if the Company desires the Trustee to give the Company Notice required by Section 4.03(f1117(d), the Company shall so inform the Trustee at such time.

Company's Right to Elect Manner of Payment of Purchase Price. (a) The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes to be purchased by the Company on any Purchase Date pursuant to Section 4.02 3.05 or Section 4.03(a) as 3.06 may be paid for, in whole or in part, at the election of such Purchase Date or Fundamental Change Purchase Datethe Company, in U.S. legal tender ("CashCASH") or Common StockShares valued at 98.5% of the Market Price, or in any combination of Cash cash and Common StockShares (valued in such manner), ---- subject to the conditions set forth in Sections 4.03(d) and (eSection 3.07(e); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03 (a) must be paid fully in Cash. The Company shall designate, designate in the Company its Purchase Notice delivered pursuant to Section 4.03(f), whether the Company shall will purchase the Notes for Cash cash or Common StockShares, or, if a combination thereof, the percentages percentage of the Purchase Price or Fundamental Change Purchase Price of Notes in respect of which that it shall will pay in Cash and/or cash and the percentage that it will pay in Common StockShares; provided that the Company shall will pay Cash cash for accrued and unpaid Interest and for fractional interests in Common StockShares in an amount based upon the Market Price of such fractional shares. For purposes of determining the existence amount of potential any fractional interests, all Notes subject to purchase by the Company held by a Holder holder shall be considered together (no matter how many separate certificates are to be presented). . (b) Each Holder holder whose Notes are purchased pursuant to this Section 4.03 3.05 or Section 3.06 shall receive the same percentage of Cash and/or cash or Common Stock Shares in payment of the Purchase Price or Fundamental Change Purchase Price for such NotesNotes as any other holder whose Notes are purchased, except (i) as provided in Section 4.03(e3.07(a) with regard to the payment of Cash cash in lieu of fractional interests in Common Stock Shares and (ii) in the event that the Company is unable to purchase the Notes of a Holder holder or Holders holders for Common Stock Shares because any necessary qualifications or registrations of the Common Stock Shares under applicable federal or state securities laws cannot be obtained, or because the conditions to purchasing the Notes for Common Shares set forth in Section 3.07(e) have not been satisfied, the Company may purchase the Notes of such Holder holder or Holders holders for Cashcash. Once The Company shall have the Company has given its Company Notice right to Holders, the Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid at any time prior to the third Business Day immediately preceding the Purchase Date (except pursuant to this Section 4.03(c3.07(e) in the event of a failure to satisfy, prior to the close of business on the Business Day immediately preceding the Purchase Date, any condition to the payment of the Purchase Price in whole or Section 4.03(ein part in Common Shares). . (c) At least five Business Days before the Company Notice Datedate of any Purchase Notice, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company; (ii) the information required by Section 4.03(f)to be included in the Purchase Notice; (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common StockShares, that the conditions to such manner of payment set forth in Section 4.03(e3.07(e) have been or shall will be complied with; and (iv) whether the Company desires the Trustee to give the Company Purchase Notice required to holders on its behalf. (d) If the Company elects to pay the Purchase Price, or any percentage thereof, with respect to a Purchase Date in Common Shares, the number of Common Shares to be delivered with respect to each Note shall be equal to the quotient obtained by dividing (i) the dollar amount of the Purchase Price with respect to such Note (not including any accrued and unpaid Interest) to be paid in Common Shares by (ii) 98.5% of the Market Price with respect to such Purchase Date, provided that no fractional shares will be delivered. (e) The Company's right to elect to pay some or all of the Purchase Price with respect to a Purchase Date by delivering Common Shares shall be conditioned upon: (i) the Company giving timely notice of its election and, if such notice is given on or after the third Business Day immediately preceding the Purchase Date, the Company not having previously given notice of an election to pay the Purchase Price with respect to such Purchase Date entirely in cash; (ii) the approval for listing of such Common Shares on a national securities exchange or the approval for quotation of such Common Shares in an inter-dealer quotation system of any registered United States national securities association; (iii) information necessary to calculate the Market Price being published in a daily newspaper of national circulation or being otherwise readily publicly available; (iv) the registration of such Common Shares under the Securities Act and the Exchange Act, in each case if required; (v) the receipt of any necessary qualification or the registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (vi) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the Common Shares are in conformity with this Indenture and (B) the Common Shares to be issued by the Company in payment of the Purchase Price in respect of Notes have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Purchase Price, will be validly issued, fully paid and non-assessable and free from preemptive rights under the Company's Declaration of Trust and By-laws and applicable Maryland law, and, in the case of such Officers' Certificate, stating that each of the conditions in clauses (i) through (v) above and the condition set forth in the next succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that the condition in clause (iv) above has been satisfied. Such Officers' Certificate shall also set forth the number of Common Shares to be issued for each $1,000 principal amount of Notes and the Last Reported Sale Price on each Trading Day during the period during which the Market Price with respect to such Purchase Date is to be calculated. If the foregoing conditions are not satisfied with respect to a holder or holders prior to the close of business on the Business Day immediately preceding the Purchase Date, the Company shall pay the entire Purchase Price of the Notes of such holder or holders in cash. Upon determination of the actual number of Common Shares to be issued upon purchase of Notes, the Company shall be required to disseminate a press release containing this information or publish the information on the Company's Web site or through such other public medium as the Company may use at that time. (f) All Common Shares delivered upon purchase of the Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable, and shall be free from preemptive rights and free of any lien or adverse claim. (g) If a holder is paid some or all of the Purchase Price with respect to such holder's Notes in Common Shares, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of Common Shares; provided that the holder shall pay any such tax which is due because the holder requests the Common Shares to be issued in a name other than that of the holder. The Paying Agent may refuse to deliver the certificates representing the Common Shares being issued in a name other than the holder's name until the Paying Agent receives a sum sufficient to pay any tax which will be due because the Common Shares are to be issued in a name other than the holder's name. Nothing herein shall preclude any income tax withholding required by law or regulations. Notwithstanding anything to the contrary in this Indenture, the Company may, by execution and delivery to the Trustee of a supplemental indenture, without the consent of any holders, extinguish the Company's right to pay any part of the Purchase Price with Common Shares with respect to any purchase of Notes by the Company at the option of the holders occurring on a date after the date of such supplemental indenture, pursuant to Section 4.03(f)10.01.

Company's Right to Elect Manner of Payment of Purchase Price. (a) The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Senior Notes to be purchased on any Subsequent Purchase Date, pursuant to Section 4.02 or Section 4.03(a) as of such Purchase Date or Fundamental Change Purchase Date3.06, may be paid for, in U.S. legal tender ("Cash") whole or in part, at the election of the Company, in cash or shares of Common Stock, or in any combination of Cash cash and shares of Common Stock, ---- subject to the conditions set forth in Sections 4.03(dSection 3.08(c) and (eSection 3.08(d); provided. Notwithstanding anything to the contrary in the Indenture, -------- howeverat any time prior to Stated Maturity, that any Purchase Price paid on May 11the Company may irrevocably elect, 2003 in its sole discretion without the consent of the Holders of the Senior Notes, by notice to the Trustee and the Holders of the Senior Notes to satisfy 100% of the principal amount of the Senior Notes required to be purchased by the Company pursuant to Section ------- 4.03 (a) must be paid fully 3.06 after the date of such election plus accrued and unpaid Interest, if any, on the Senior Notes in Cashcash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f3.08(d), whether the Company shall will purchase the Senior Notes for Cash cash or shares of Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price Price, as the case may be, of Senior Notes in respect of which it shall will pay in Cash and/or cash or shares of Common Stock; provided that the Company shall will pay Cash cash for fractional interests in shares of Common Stock. For purposes of determining the existence of potential fractional interests, all Senior Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Senior Notes are purchased pursuant to this Section 4.03 3.06 shall receive the same percentage of Cash and/or cash or shares of Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Senior Notes, except (i) as provided in this Section 4.03(e3.08(c) with regard to the payment of Cash cash in lieu of fractional interests in shares of Common Stock and (ii) in the event that the Company is unable to purchase the Senior Notes of a Holder or Holders for shares of Common Stock because any necessary qualifications or registrations of the shares of Common Stock under applicable federal or state securities laws cannot be obtained, or because the conditions to purchasing the Senior Notes for shares of Common Stock set forth in Section 3.09(c) have not been satisfied, the Company may purchase the Senior Notes of such Holder or Holders for Cashcash. Once the Company has given its Company Notice to Holders, the The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Holders except pursuant to this Section 4.03(c3.08(b) or pursuant to Section 4.03(e)3.08(c) in the event of a failure to satisfy, prior to the close of business on the third Business Day immediately preceding the Subsequent Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in shares of Common Stock. At least five three Business Days before the each Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying: (i) the manner of payment selected by the Company; (ii) the information required by Section 4.03(f)3.08(d) in the Company Notice; (iii) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in shares of Common Stock, that the conditions to such manner of payment set forth in Section 4.03(e3.08(c) have been or shall will be complied with; and (iv) whether the Company desires the Trustee to give the Company Notice required by Section 4.03(f3.08(d).