Common use of Notice of Election Clause in Contracts

Notice of Election. Company's notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. CompanyThe Purchasing Party shall have a period ------------------ of 60 days after receipt of the Selling Party's notices of election Certification specified in Subsection 6.4(a) hereof to purchase with Cash ------------------ or Common Stockserve upon the Selling Party a Notice which shall specify whether such Purchasing Party will Approve a transfer to such prospective transferee, or any combination thereofwhether the Purchasing Party shall purchase the entire interest of the Selling Party as provided in Subsection 6.4(b) hereof. If the Purchasing Party fails to give such Notice within the allocated time, the Purchasing Party shall be sent deemed to have approved the Holders (transfer of the interest to such prospective transferee, and the Purchasing Party shall, if requested by the Selling Party, execute, acknowledge and deliver such documents, or cause the same to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d)be executed, as applicable (eachacknowledged and delivered, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stockincluding without limitation, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid rights and restrictions contained in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk this Section 6 with respect to further transfers. Any such new Venturer shall execute and deliver to the value other Venturers such documents as the other Venturers may reasonably request confirming the assumption by such new Venturer of the Common Stock obligations of the Selling Party under this Agreement. At the time of closing of a transfer to be received from a third party transferee pursuant to this Subsection 6.4, the date such Market Price is determined Purchasing Party shall execute and deliver to the Purchase DateSelling Party and such transferee a written estoppel certificate in recordable form pursuant to which the Purchasing Party shall certify and agree that to the best of the Purchasing Party's knowledge and belief the pending transfer is permitted pursuant to this Subsection (provided, that to the best of the Purchasing Party's knowledge and belief such transfer is, in fact, permitted by this Subsection). In such estoppel certificate, the Purchasing Party shall waive any casefurther right whatsoever to attempt to force a rescission or setting aside of such transfer; provided, each Company Notice however, the Purchasing Party shall include a form of Purchase Notice expressly reserve any rights thereafter to be completed by a Securityholder and shall state: (i) pursue any action for damages against both the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent Selling Party and the Conversion Agent; (iii) that Securities as transferee should the Purchasing Party thereafter determine that, contrary to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn Purchasing Party's earlier best knowledge and belief, the transfer was in fact not consummated in strict accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company6.

Notice of Election. CompanyThe Purchasing Party shall have a period of 60 days after receipt of the Selling Party's notices of election Certification specified in Subsection 6.4(a) hereof to purchase with Cash ------------------ or Common Stockserve upon the Selling Party a Notice which shall specify whether such Purchasing Party will Approve a transfer to such prospective transferee, or any combination thereofwhether the Purchasing Party shall purchase the entire interest of the Selling Party as provided in Subsection 6.4(b) hereof. If the Purchasing Party fails to give such Notice within the allocated time, the Purchasing Party shall be sent deemed to have approved the Holders (transfer of the interest to such prospective transferee, and the Purchasing Party shall, if requested by the Selling Party, execute, acknowledge and deliver such documents, or cause the same to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d)be executed, as applicable (eachacknowledged and delivered, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stockincluding without limitation, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid rights and restrictions contained in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk this Section 6 with respect to further transfers. Any such new Venturer shall execute and deliver to the value other Venturers such documents as the other Venturers may reasonably request confirming the assumption by such new Venturer of the Common Stock obligations of the Selling Party under this Agreement. At the time of closing of a transfer to be received from a third party transferee pursuant to this Subsection 6.4, the date such Market Price is determined Purchasing Party shall execute and deliver to the Purchase DateSelling Party and such transferee a written estoppel certificate in recordable form pursuant to which the Purchasing Party shall certify and agree that to the best of the Purchasing Party's knowledge and belief the pending transfer is permitted pursuant to this Subsection (provided, that to the best of the Purchasing Party's knowledge and belief such transfer is, in fact, permitted by this Subsection). In such estoppel certificate, the Purchasing Party shall waive any casefurther right whatsoever to attempt to force a rescission or setting aside of such transfer; provided, each Company Notice however, the Purchasing Party shall include a form of Purchase Notice expressly reserve any rights thereafter to be completed by a Securityholder and shall state: (i) pursue any action for damages against both the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent Selling Party and the Conversion Agent; (iii) that Securities as transferee should the Purchasing Party thereafter determine that, contrary to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn Purchasing Party's earlier best knowledge and belief, the transfer was in fact not consummated in strict accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company6.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common StockSection 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c4.01(e) or (d), as applicable (each, a "the “Company Notice"”). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with shares of Common Stock, the Company Notice shall: (1i) state that each Holder will receive shares of Common Stock with a Market Purchase Price Per Share determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2ii) set forth the method of calculating the Market Purchase Price and Per Share of the shares of Common Stock; and (iii) state that because the Market Purchase Price Per Share of shares of Common Stock will be determined prior to the Purchase Date, Holders of the Holders Securities will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Purchase Price Per Share is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Conversion RatePrice per $1,000 principal amount of Securities and any adjustments thereto; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if they are otherwise convertible in accordance with Article 11 of this Indenture and Section 7 of the Securities and if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under this Section 3.084.01 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D4.01(a)(i)(D) or Section 3.104.03); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest on such Securities shall cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's ’s request, the Trustee shall give the such Company Notice in the Company's ’s name and at the Company's ’s expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Simultaneously with the delivery of a Company Notice, the Company shall (i) disseminate a press release containing the information stated in such Company Notice through any two of Rxxxxx’x Economic Services, Bloomberg Business News and Dow Jxxxx & Company Inc. and (ii) publish the information stated in such Company Notice on its web site at wxx.xxxxxx.xxx or other successor web site or through such other public medium as it may use at that time.

Notice of Election. Company's notices The Company shall provide notice (a "Company Notice") on a date not less than 20 Business Days prior to each Purchase Date (the "Company Notice Date") to all Holders at their addresses shown in the register of election to purchase with Cash ------------------ or Common Stockthe Security Registrar, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law, stating: (1) whether the purchase price is payable in cash or Common Stock or in any combination thereof, specifying the manner provided in Section 12.02 at the time specified in Section 3.08(cpercentages of each; (2) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event if the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with in Common Stock, the Company Notice shall: (1A) state that each Holder will shall receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Notes held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2B) set forth the method of calculating the Market Price and state of the Common Stock; and (C) that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice the amount of interest that will be accrued and Conversion Ratepayable with respect to the Notes as of the Purchase Date; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities Notes as to which a Purchase Notice has been given may be converted pursuant to Article Six hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture; (ivD) that Securities Notes must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (vE) that the Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn will shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security Note as described in (ivD); (viF) the procedures the Holder must follow to exercise purchase rights under Section 3.08this Article and a brief description of those rights; (viiG) briefly, a brief description of the conversion rights of the SecuritiesNotes; and (viiiH) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 701 or Section 3.10709). If any of the Notes is in the form of a Global Note, then the Company shall modify the Company Notice to the extent necessary to accord with the Applicable Procedures. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. Company's The Company shall send notices of its election (the "COMPANY NOTICE") to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, shall be sent thereof to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 3.03. The Company Notice shall be sent to Holders (and to beneficial owners as required by applicable law) on a date not less than 20 Business Days prior to the time specified in Section 3.08(c) or Purchase Date (d), such date not less than 20 Business Days prior to the Purchase Date being herein referred to as applicable (each, a the "Company NoticeCOMPANY NOTICE DATE"). Such Company Notices notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with Common Stock, the Company Notice notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except for any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a the Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 4.05; (iii) that Securities as to which a Purchase Notice has been given may be converted into Common Stock at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 4.05 to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 8 of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10). At the Company's written request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; providedPROVIDED, howeverHOWEVER, that, in all cases, the text of the Company Notice such notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of Securities, the Company will publish such determination in THE WALL STREET JOURNAL or another daily newspaper of national circulation and furnish the Trustee with an affidavit of publication.

Notice of Election. Company's notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners Beneficial Owners as required by applicable law) in the manner provided in Section 12.02 107 at the time specified in Section 3.08(c1108(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional shareshares); and (2) set forth the method of calculating by which the Company is required to calculate the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under this Section 3.081108; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D1108(a)(1)(D) or Section 3.101110). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. Company's notices If the Company elects to pay the Purchase Price of election Debentures to purchase be purchased pursuant to Section 11.7(a) with Cash ------------------ shares of Common Stock or a combination of cash and shares of Common Stock, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c11.7(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the The Company Notice shall: (1) state that each Holder will receive shares of Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Debentures held by such Holder or a specified percentage thereof (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of Common Stock; (3) state that because the Market Price of shares of Common Stock will be determined prior to the Purchase Date, Holders of the Holders Debentures will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii4) set forth the procedures that a Holder must follow to exercise its put rights under this Section 11.7 and the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D11.7(a)(1)(D) or Section 3.1011.9). The Company Notice shall be sent to Holders (and to beneficial owners as required by applicable law) not less than 20 Business Days prior to the Purchase Date (the "Company Notice Date"). At the Company's requestwritten request (delivered at least three Business Days prior to the Company Notice Date (unless a shorter period shall be acceptable to the Trustee)), the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Simultaneously with such Company Notice, the Company shall disseminate a press release through Reuters Economic Services or Bloomberg Business News 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.

Notice of Election. Company's notices The Company shall provide notice (a "Company Notice") on a date not less than 20 Business Days prior to each Purchase Date (the "Company Notice Date") to all Holders at their addresses shown in the register of election to purchase with Cash ------------------ or Common Stockthe Security Registrar, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law, stating: (1) whether the purchase price is payable in cash or Common Stock or in any combination thereof, specifying the manner provided in Section 12.02 at the time specified in Section 3.08(cpercentages of each; (2) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event if the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with in Common Stock, the Company Notice shall: (1A) state that each Holder will shall receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2B) set forth the method of calculating the Market Price and state of the Common Stock; and (C) that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice the amount of interest that will be accrued and Conversion Ratepayable with respect to the Debentures as of the Purchase Date; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities Debentures as to which a Purchase Notice has been given may be converted pursuant to Article Seven hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture; (ivD) that Securities Debentures must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (vE) that the Purchase Price for any Security Debenture as to which a Purchase Notice has been given and not withdrawn will shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security Debenture as described in (ivD); (viF) the procedures the Holder must follow to exercise purchase rights under Section 3.08this Article and a brief description of those rights; (viiG) briefly, a brief description of the conversion rights of the SecuritiesDebentures; and (viiiH) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 801 or Section 3.10809). 38 If any of the Debentures is in the form of a Global Debenture, then the Company shall modify the Company Notice to the extent necessary to accord with the Applicable Procedures. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. CompanyThe Issuer's notices notice of election to purchase with Cash ------------------ cash or Class A Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 10.4 at the time specified in Section 3.08(c) 14.3 or (d)14.4, as applicable (each, a the "Company Issuer Repurchase Notice"). Such Company Notices Issuer Repurchase Notice shall state the manner of payment elected and shall contain the following information: In the event the Company Issuer has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Class A Common Stock, the Company Issuer Repurchase Notice shall: (1) state that each Holder will receive Class A Common Stock with a Market Price determined as of a specified date prior to the Purchase Repurchase Date equal to such specified percentage of the Purchase Repurchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Class A Common Stock as required by Section 14.4; and (3) state that that, because the Market Price of Class A Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Class A Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Issuer Repurchase Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder and shall state: (iA) the Purchase Repurchase Price and the Conversion RatePrice; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article Twelve only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security security as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security as described in (iv)D) above; (viF) the procedures the Holder must follow to exercise rights under Section 3.08this Article and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D14.1(1)(D) or Section 3.1014.9). At the CompanyIssuer's request, the Trustee shall give the Company such Issuer Repurchase Notice in the CompanyIssuer's name and at the CompanyIssuer's expense; provided, however, that, in all cases, the text of the Company such Issuer Repurchase Notice shall be prepared by the CompanyIssuer. Upon determination of the actual number of shares of Class A Common Stock to be issued for each $1,000 principal amount of Securities, the Issuer will publish such determination in a newspaper of national circulation.

Notice of Election. Company's notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. CompanyThe Purchasing Party shall have a period of ------------------ 60 days after receipt of the Selling Party's notices of election Certification specified in Subsection 6.4(a) hereof to purchase with Cash ------------------ or Common Stockserve upon the Selling Party a Notice which shall specify whether such Purchasing Party will Approve a transfer to such prospective transferee, or any combination thereofwhether the Purchasing Party shall purchase the entire interest of the Selling Party as provided in Subsection 6.4(b) hereof. If the Purchasing Party fails to give such Notice within the allocated time, the Purchasing Party shall be sent deemed to have approved the Holders (transfer of the interest to such prospective transferee, and the Purchasing Party shall, if requested by the Selling Party, execute, acknowledge and deliver such documents, or cause the same to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d)be executed, as applicable (eachacknowledged and delivered, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stockincluding without limitation, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid rights and restrictions contained in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk this Section 6 with respect to further transfers. Any such new Venturer shall execute and deliver to the value other Venturers such documents as the other Venturers may reasonably request confirming the assumption by such new Venturer of the Common Stock obligations of the Selling Party under this Agreement. At the time of closing of a transfer to be received from a third party transferee pursuant to this Subsection 6.4, the date such Market Price is determined Purchasing Party shall execute and deliver to the Purchase DateSelling Party and such transferee a written estoppel certificate in recordable form pursuant to which the Purchasing Party shall certify and agree that to the best of the Purchasing Party's knowledge and belief the pending transfer is permitted pursuant to this Subsection (provided, that to the best of the Purchasing Party's knowledge and belief such transfer is, in fact, permitted by this Subsection). In such estoppel certificate, the Purchasing Party shall waive any casefurther right whatsoever to attempt to force a rescission or setting aside of such transfer; provided, each Company Notice however, the Purchasing Party shall include a form of Purchase Notice expressly reserve any rights thereafter to be completed by a Securityholder and shall state: (i) pursue any action for damages against both the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent Selling Party and the Conversion Agent; (iii) that Securities as transferee should the Purchasing Party thereafter determine that, contrary to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn Purchasing Party's earlier best knowledge and belief, the transfer was in fact not consummated in strict accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company6.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 14.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and Conversion Rateaccrued and unpaid cash interest, if any, that will be accrued and payable with respect to the Securities as of the Purchase Date; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Agent; (iiiiv) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and interest, if any; (vvi) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any cash interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 8 of the Securities; and; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (x) that, unless the Company defaults in making payment of such Purchase Price and cash interest, if any, Original Issue Discount and cash interest, if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's web site on the World Wide Web.

Notice of Election. The Company's notices notice of election to purchase ------------------ with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 13.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in clause (iv)) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price, Original Issue Discount and interest, if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in -------- ------- all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination in The Wall Street Journal or another daily newspaper of national circulation.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common Stockparagraph 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.8(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with shares of CD Common Stock, the Company Notice shall: (1) state that each Holder will receive shares of CD Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of CD Common Stock; and (3) state that because the Market Price of shares of CD Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the shares of CD Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and paragraph 8 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.8 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.8(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, Original Issue Discount on such Securities will cease to accrue on the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of Contingent Cash Interest, if any, that will be accrued and Conversion Ratepayable with respect to the Securities as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 10 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and Contingent Cash Interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any accrued Contingent Cash Interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price, Contingent Additional Principal and Contingent Cash Interest, if any, on Securities called for redemption will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will promptly notify the Holders thereof and use its reasonable best efforts to post this information on its web site or, at its option, otherwise publicly disclose this information.

Notice of Election. Company's notices An election by a holder of election LP Exchangeable Units to purchase with Cash ------------------ or Common Stock, or any combination thereof, exercise the exchange right provided for in Section 11.2 shall not be sent to the Holders valid unless accompanied by (and to beneficial owners i) an Exchange Request as required by applicable law) in the manner provided in Section 12.02 at 5.1 requesting the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state Partnership to exchange the manner of payment elected holder’s Converted Units; and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) irrevocable elections by such holder (A) to tender Class A Common Stock represented by the name and address of Converted Units into the Paying Agent and Exclusionary Offer (subject to such holder’s right to subsequently withdraw the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if shares from the applicable Purchase Notice has been withdrawn offer in accordance with the terms thereof and applicable law); and (B) in respect of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security shares as to which such holder exercises his or its right of withdrawal from the Exclusionary Offer or which are not otherwise ultimately purchased under the Exclusionary Offer, to have such Converted Units deemed to have been converted back into LP Exchangeable Units; and (C) to appoint the Transfer Agent or the transfer agent of the Company, as the case may be, as agent of such holder for the purpose of holding and tendering certificates representing such shares of Class A Common Stock represented by the Converted Units in accordance with Section 11.4. In the case of an Exclusionary Offer for shares of Class A Common Stock only, the holder of LP Exchangeable Units shall send a Purchase Notice has been given and copy of the foregoing to the transfer agent of the Company. Any such election shall provide that the conversion of Converted Units back into LP Exchangeable Units pursuant to such election in respect of which the holder exercises his or its right of withdrawal from the Exclusionary Offer shall become effective at the time such right of withdrawal is exercised. If the right of withdrawal is not withdrawn will be paid promptly exercised, any conversion into LP Exchangeable Units pursuant to such election shall become effective: (a) in respect of an Exclusionary Offer which is completed, immediately following the later of time by which the Purchase Date Offeror is required under applicable securities laws to purchase and pay for all shares to be acquired by the time of surrender of such Security as described in (iv); (vi) Offeror under the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the SecuritiesExclusionary Offer; and (viiib) the procedures for withdrawing a Purchase Notice (includingin respect of an Exclusionary Offer which is abandoned or withdrawn, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, time at which the text of the Company Notice shall be prepared by the CompanyExclusionary Offer is abandoned or withdrawn.

Notice of Election. The undersigned and ____________________ (the "Company") are parties to that certain Stock Option Agreement dated ________. Pursuant to the terms thereof, the undersigned hereby exercises its option to purchase ____________ shares of the common stock, (the "Shares") par value $________ per Share of the Company. Closing hereunder shall be held at the chief executive offices of the Company at _____ _.m., local time on ____________________ ___, ________. Please register the Shares in the name of the undersigned and use the address set forth herein as the registered address of the undersigned. The undersigned understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act") or under any state securities law, and the Company is under no obligation to do so. The undersigned understands that the Shares may not be resold or otherwise transferred in the absence of such applicable registrations or exemptions from the registration requirements. The undersigned understands that it may have to hold the Shares for the indefinite future. The undersigned understands that the Shares are "restricted securities" within the meaning of Rule 144 promulgated under the Act. The undersigned represents and warrants to the Company that it (a) has been advised and understands that the Shares may not be transferred without compliance with all applicable Federal and state securities laws; and (b) has had all material information about the Company's notices business and financial condition made available to it prior to exercise of election the Option, and that he was afforded the opportunity to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent to ask questions of and receive answers from the Holders (officers and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner directors of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value Company's business affairs and prospects. The undersigned represents and warrants that it is acquiring the Shares for its own account as principal for investment and not with a view to resale or distribution. The undersigned understands that the Share certificate shall bear a restrictive legend with respect to the transferability of the Common Stock Shares under the Act. ------------------------------ ---------------------------------- Name: Address: EXHIBIT D Amendment to be received from the date such Market Price Escrow Agreement AMENDMENT TO ESCROW AGREEMENT This Amendment to Escrow Agreement is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address made as of the Paying Agent 31st day of December, 1999, by and the Conversion Agent; among CASINO RESOURCE CORPORATION, a Minnesota corporation (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At "the Company's request"), XXX XXXXXXXX HOLDING CORP., a Delaware corporation ("Xxxxxxxx"), and MESIROV XXXXXX XXXXX XXXXXX & XXXXXXXX, LLP, as Escrow Agent (the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company"Escrow Agent").

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 13.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion RateRate as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 10 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and accrued and unpaid Contingent Cash Interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price, Original Issue Discount and Contingent Cash Interest, if applicable, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's Web site or otherwise through such other public medium as the Company may use at that time.

Notice of Election. Company's The Company shall send notices of its election (the "Company Notice") to purchase with Cash ------------------ cash or Common Stock, Reference Property or any combination thereof, shall be sent thereof to the Holders (and to beneficial owners as required by applicable law) through the Trustee to DTC for dissemination through the DTC broadcast facility. At the Company's written request, the Trustee shall give such notice to DTC in the manner provided in Section 12.02 Company's name and at the time specified Company's expense; provided, however, that in Section 3.08(call cases the text of such notice shall be prepared by the Company. The Company Notice shall be sent to Holders (and to beneficial owners as required by applicable law) or on a date not less than 20 Business Days prior to the Purchase Date (d), such date not less than 20 Business Days prior to the Purchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices notices shall state the manner of payment elected and shall contain the following information: : (i) In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with Common StockReference Property, the Company Notice shall: (1) notice shall state that each Holder will receive Common Stock Reference Property with a Market Price Reference Property Value determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Debentures held by such Holder (except for any Cash cash amount to be paid in lieu of fractional shareunits or interests); and; (2ii) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a Securityholder the Holder and shall state: (iA) the Purchase Price and Conversion RatePrice; (iiB) the name and address of the Paying Agent and the Conversion Exchange Agent; (iiiC) that Securities Debentures as to which a Purchase Notice has been given may be converted exchanged into Reference Property at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Third Supplemental Indenture; (ivD) that Securities the Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Price for any Security Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security Debenture as described in (iv)above; (viF) the procedures the Holder must follow to exercise rights under this Section 3.08208 and a brief description of those rights; (viiG) briefly, the conversion exchange rights of the SecuritiesDebentures and that Holders who want to exchange Debentures must satisfy the requirements set forth in Section hereof; and (viiiH) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.103.08(a)(i)(D)). At Upon determination of the Company's requestReference Property, if applicable, to be delivered in respect of the Purchase Price for each $1,000 Original Principal Amount of Debentures, the Trustee shall give Company will publish notice of such determination and the Company Notice related Reference Property Value in the Company's name and at the Company's expense; provided, however, that, in all cases, the text The Wall Street Journal or another daily newspaper of the Company Notice shall be prepared by the Companynational circulation.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ Section 5, 6 or Common Stock7 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.9(d) or (d), as applicable (each, a the "Company NoticeCOMPANY NOTICE"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Redemption Price, Purchase Price, Change of Control Purchase Price or Principal Amount at Stated Maturity, as the case may be (or a specified percentage thereof) ), with Common shares of Applicable Stock, the Company Notice shall: (1) state that each Holder will receive Common a number of shares of Applicable Stock with a value equal to 98.25% of the Market Price determined as of a specified date prior to the Redemption Date, Purchase Date, Change of Control Purchase Date or Stated Maturity, as the case may be, equal to such specified percentage of the Redemption Price, Purchase Price, Change of Control Purchase Price or Principal Amount at Stated Maturity, as the case may be, of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of Applicable Stock; and (3) state that because the Market Price of Common shares of Applicable Stock will be determined prior to the Redemption Date, Purchase Date, Change of Control Purchase Date or Stated Maturity, as the case may be, Holders of the Securities will bear the market risk with respect to the value of the Common shares of Applicable Stock to be received from the date such Market Price is determined to the Redemption Date, Purchase Date, Change of Control Purchase Date or Stated Maturity, as the case may be. In any case, each Company Notice shall include a form of Notice of Redemption, Purchase Notice, Change of Control Purchase Notice or Payment Notice at Stated Maturity, as the case may be, to be completed by a Securityholder Holder and shall briefly state, as applicable: (i) the Redemption Price, Purchase Price, Change of Control Purchase Price or Principal Amount at Stated Maturity, as the case may be, and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Notice of Redemption, Purchase Notice, Change of Control Purchase Notice or Payment Notice at Stated Maturity, as the case may be, has been given may be converted if they are otherwise convertible only in accordance with Article X hereof and Section 8 of the Securities if the applicable Notice of Redemption, Purchase Notice, Change of Control Purchase Notice or Payment Notice at Stated Maturity, as the case may be, has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Redemption Price, Purchase Price, Change of Control Purchase Price or Principal Amount at Stated Maturity, as the case may be, for any Security security as to which a Notice of Redemption, Purchase Notice, Change of Control Purchase Notice or Payment Notice at Stated Maturity, as the case may be, has been given and not withdrawn will be paid promptly following the later of the Redemption Date, Purchase Date, Change of Control Purchase Date or Stated Maturity, as the case may be, and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under Section 3.083.7 or 3.9, as the case may be, and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Notice of Redemption, Purchase Notice, Change of Control Purchase Notice or Payment Notice at Stated Maturity, as the case may be (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 3.7(a)(1)(D), Section 3.9(c)(4)or Section 3.11); (aix) that, unless the Company defaults in making payment on Securities for which a Notice of Redemption, Purchase Notice, Change of Control Purchase Notice or Payment Notice at Stated Maturity, as the case may be, has been submitted, interest, if any, on such Securities will cease to accrue on the Redemption Date, Purchase Date, Change of Control Purchase Date or at Stated Maturity, as the case may be; and (1x) (D) or Section 3.10)the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereofthereof (each a "Company Notice"), shall be sent to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the manner provided in Section 12.02 at Debenture register maintained by the time specified in Section 3.08(c) or Registrar not less than 20 Business Days prior to the Purchase Date (d), as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1a) state that each Holder will shall receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Debentures held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2b) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase DatePrice. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (ia) the Purchase Price and Conversion Rate; (iib) the name and address of the Paying Agent and the Conversion Agent; (iiic) that Securities Debentures as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture; (ivd) that Securities Debentures must be surrendered to the Paying Agent to collect payment; (ve) that the Purchase Price for any Security Debenture as to which a Purchase Notice has been given and not withdrawn will shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security Debenture as described in (ivd); (vif) the procedures the Holder must follow under Section 3.082.04; (viig) briefly, the conversion rights of the SecuritiesDebentures; and (viiih) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.102.04(1)(a)(iv)). At the Company's requestrequest and at the Company's expense, the Trustee shall give the Company Notice in the Company's name and at the Company's expensename; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. Company's notices Company Notices of election to purchase with Cash ------------------ cash, or Class A Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Class A Common Stock, the Company Notice shall: (1) state that each Holder will receive Class A Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Class A Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Class A Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 4.05; (iii) that Securities as to which a Purchase Notice has been given may be converted into Class A Common Stock only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 4.05 to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (Da)(1)(D) or Section 3.103.09). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Class A Common Stock to be issued for each $1,000 Principal Amount of Securities, the Company will publish such determination in a daily newspaper of national circulation.

Notice of Election. The Company's notices notice of the election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) (with a copy to Holdings) in the manner provided in Section 12.02 14.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company NoticeCOMPANY NOTICE"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company that Holdings has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to the Purchase Price or such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date; and (4) state that a Holder's right to receive Common Stock is detailed in the Exchange Agreement. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Exchange Rate and Conversion Rateaccrued and unpaid cash interest, if any, that will be accrued and payable with respect to the Securities as of the Purchase Date; (ii) whether the Purchase Price will be paid in cash by the Company or in Common Stock by Holdings or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Exchange Agent; (iiiiv) that Securities as to which a Purchase Notice has been given may be converted exchanged pursuant to Article 11 hereof and the Exchange Agreement only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivv) that Securities must be surrendered to the Paying Agent or the Exchange Agent to collect paymentpayment of the Purchase Price and interest, if any; (vvi) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any cash interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (viiviii) briefly, the conversion exchange rights of the Securities; andSecurities and that Holders who want to exchange Securities must satisfy the requirements set forth in paragraph 8 of the Securities and the Exchange Agreement; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (x) that, unless the Company defaults in making payment of such Purchase Price and cash interest, if any, Original Issue Discount and cash interest, if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's web site on the World Wide Web.

Notice of Election. The Company's notices of election to purchase ------------------ with Cash ------------------ or Common Stock, or any combination thereofthereof (each a "Company Notice"), -------------- shall be sent to the Holders (and to beneficial owners as if required by applicable law) at their ad- dresses shown in the manner provided in Section 12.02 at Note register maintained by the time specified in Section 3.08(cRegistrar, and delivered to the Trustee, not less than 30 Business Days prior to the Purchase Date (the "Company Notice Date") or (d)on or before the 30th day after the occurrence of the ------------------- Fundamental Change, as applicable (each, a "Company Notice")the case may be. Such Company Notices shall state the manner of payment elected and shall contain the following information: . In the event the Company has elected to pay a Purchase Price or Fundamental Change Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1i) state that each Holder will shall receive Common Stock with a Market Price determined as in respect of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price or Fundamental Change Purchase Price of the Securities Notes held by such Holder (except any Cash amount to be paid in lieu of fractional shareshares); and; (2ii) state that the total number of shares of Common Stock to be issued to Holders will be 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) 0.95 times the Market Price of a share of Common Stock; (iii) set forth the method of calculating the Market Price and of the Common Stock; and (iv) state that because the Market Price of Common Stock will be determined prior to the Purchase Date or Fundamental Change Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice or Fundamental Change Repurchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Price, the Fundamental Change Purchase Price, the Conversion RateRate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be payable with respect to the Notes on the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture; (iv) that Securities Notes must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price or Fundamental Change Purchase Price and contingent interest, if any; (v) that the Purchase Price or Fundamental Change Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn will withdrawn, together with any accrued contingent interest payable with respect thereto, shall be paid promptly following the later of the Purchase Date or Fundamental Change Purchase Date and the time of surrender of such Security Note as described in (iv); (vi) the procedures the Holder must follow under Section 3.084.02 and Section 4.03; (vii) briefly, the conversion rights of the SecuritiesNotes; (viii) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price and contingent interest, if any, Accreted Value and interest (including contingent interest), if any, on Notes covered by any Purchase Notice or Fundamental Change Purchase Notice (or interest, if the Notes have been converted into Cash Pay Notes pursuant to Section 4.08 of this Supplemental Indenture), if any, will cease to accrue on and after the Purchase Date or the Fundamental Change Purchase Date, as the case may be; (ix) the CUSIP or ISIN number of the Notes; and (viiix) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D4.03(a)(i)(D) or Section 3.10the penultimate paragraph of the Fundamental Change Purchase Notice). At the Company's requestrequest and at the Company's expense, the Trustee shall give the Company Notice in the Company's name and at the Company's expensename; provided, however, that, in -------- ------- all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common StockSection 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.09(d) or (d), as applicable (each, a the "Company NoticeCOMPANY NOTICE"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price or Change of Control Purchase Price, as the case may be (or a specified percentage thereof) ), with Common shares of Applicable Stock, the Company Notice shall: (1) state that each Holder will receive Common a number of shares of Applicable Stock with a value equal to 100% of the Market Price determined as of a specified date prior to the Purchase Date or Change of Control Purchase Date, as the case may be, equal to such specified percentage of the Purchase Price or Change of Control Purchase Price, as the case may be, of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of Applicable Stock; and (3) state that because the Market Price of Common shares of Applicable Stock will be determined prior to the Purchase Date or Change of Control Purchase Date, as the case may be, Holders of the Securities will bear the market risk with respect to the value of the Common shares of Applicable Stock to be received from the date such Market Price is determined to the Purchase Date or Change of Control Purchase Date, as the case may be. In any case, each Company Notice shall include a form of Purchase Notice or Change of Control Purchase Notice, as the case may be, to be completed by a Securityholder Holder and shall state: (i) the Purchase Price or Change of Control Purchase Price, as the case may be, and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and Section 8 of the Securities if the applicable Purchase Notice or Change of Control Purchase Notice, as the case may be, has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price or Change of Control Purchase Price, as the case may be, for any Security security as to which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been given and not withdrawn will be paid promptly following the later of the Purchase Date or Change of Control Purchase Date, as the case may be, and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under Section 3.07 or 3.08, as the case may be, and a brief description of those rights; (vii) briefly, the conversion rights of rights, if any, with respect to the Securities; and; (viii) the procedures for withdrawing a Purchase Notice or Change of Control Purchase Notice, as the case may be (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 3.07(1)(D), Section 3.08(c)(4)or Section 3.12); (aix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been submitted, Original Issue Discount, Contingent Cash Interest or Liquidated Damages, if any, on such Securities will cease to accrue on and after the Purchase Date or Change of Control Purchase Date, as the case may be; and (1x) (D) or Section 3.10)the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase pay the Purchase Price with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at herein (the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such The Company Notices Notice shall be sent to Holders (and to beneficial owners as required by applicable law) not less than 20 Business Days prior to such Purchase Date (the "Company Notice Date"). The Company Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as in respect of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) state that the total number of shares of Common Stock to be issued to Holders will be equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock; (3) set forth the method of calculating the Market Price and of the Common Stock; and (4) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion RateRate applicable on the Company Notice Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 13 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.0811.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D11.08(a)(1)(D) or Section 3.1011.10); (ix) that, unless the Company defaults in making payment of such Purchase Price, Original Issue Discount on Securities covered by any Purchase Notice, or interest, if any, will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 13.02 (the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). The Company Notice shall be sent to the Holders (and to beneficial owners as required by applicable law) not less than 20 Business Days prior to the applicable Purchase Date (the "Company Notice Date"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder that wishes to exercise its option to have the Company repurchase the Securities and shall state: (i) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be accrued and Conversion Ratepayable with respect to the Securities as of the Purchase Date; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 4.05; (iiiiv) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the any applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 4.05 to collect paymentpayment of the Purchase Price; (vvi) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable following the later of the Purchase Date and the time of surrender of such Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (x) that, unless the Company defaults in making payment of such Purchase Price on Securities surrendered for purchase, the Contingent Principal Amount will cease to increase and contingent interest, if any, will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Securities. At the Company's requestrequest and upon being provided with a copy of such Company Notice, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense, provided that the Company makes such request at least 15 days (unless a shorter period shall be acceptable to the Trustee) prior to the date such Company Notice must be mailed; and provided, howeverfurther, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Original Principal Amount of Securities, the Company will issue a press release and publish such determination on the Company's web site or, at the Company's option, otherwise publicly disclose such information.

Notice of Election. The Company's notices of election to purchase with Cash ------------------ or Class A Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at and not later than the time specified in Company Notice Date pursuant to Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Class A Common Stock, the Company Notice shall: (1) state that each Holder will receive Class A Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Class A Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Class A Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn with drawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 106 of the Indenture at the time specified in Section 3.08(c) 1603 or (d)1604, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event If the Company has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Repurchase Price of the Securities 2020 Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that that, because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Repurchase Price and the Conversion Rate; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities 2020 Debentures as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article FIFTEEN hereof only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities 2020 Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security 2020 Debenture as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security 2020 Debenture as described in clause (iv)D) above; (viF) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article SIXTEEN and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities2020 Debentures; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 1601 or Section 3.101609). At the Company's written request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of 2020 Debentures, the Company will notify the appropriate securities exchange or registered national securities association and will publish such determination at the Company's web site on the world wide web or through such other public medium as the Company may use at that time.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common Stockparagraph 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.8(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common StockShares on February 12, 2003, the Company Notice shall: (1) state that each Holder will receive Common Stock Shares with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Shares; and (3) state that because the Market Price of Common Stock Shares will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock Shares to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and paragraph 8 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in subclause (iv)) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.083.8 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 106 of the time specified in Section 3.08(c) or Base Indenture (d), as applicable (each, a the "Company Notice"). The Company Notice -------------- shall be sent to the Holders (and to beneficial owners as required by applicable law) not less than 20 Business Days prior to the applicable Purchase Date (the "Company Notice Date"). Such Company Notices Notice shall state the manner of payment ------------------- elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Notes held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Noteholder that wishes to exercise its option to have the Company repurchase the Notes and shall state: (i) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of cash interest, if any, that will be accrued and Conversion Ratepayable with respect to the Notes as of the Purchase Date; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Agent; (iiiiv) that Securities Notes as to which a Purchase Notice has been given may be converted pursuant to Article III, only if the any applicable Purchase Notice has been withdrawn in accordance with the terms of this the Indenture; (ivv) that Securities Notes must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (vvi) that the Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any cash interest payable with respect thereto, will be paid as promptly as practicable following the later of the Purchase Date and the time of surrender of such Security Note as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under this Section 3.081107 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities; andNotes and that Holders who want to convert Notes must satisfy the requirements set forth in paragraph 9 of the Notes; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 1107(a)(i)(D)); (ax) that, unless the Company defaults in making payment of such Purchase Price on Notes surrendered for purchase, Original Issue Discount or cash interest will cease to accrue on and after the Purchase Date; and (1xi) (D) or Section 3.10)the CUSIP number of the Notes. At the Company's requestrequest and upon being provided with a copy of such Company Notice, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense, provided that the Company makes such request at least 15 days (unless a shorter period shall be acceptable to the Trustee) prior to the date such Company Notice must be mailed; and provided, howeverfurther, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Notes, the Company will issue a press release and publish such determination on the Company's web site or, at the Company's option, otherwise publicly disclose such information.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1i) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2ii) set forth the method of calculating the Market Price and of the Common Stock; and (iii) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in clause (iv)) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will publish such determination on the Company's Web site.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common Stockparagraph 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.8(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common StockShares on November 17, 2001, the Company Notice shall: (1) state that each Holder will receive Common Stock Shares with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Shares; and (3) state that because the Market Price of Common Stock Shares will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock Shares to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and paragraph 8 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.8 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.8(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, Original Issue Discount on such Securities will cease to accrue on the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices of election to purchase repurchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 13.02 hereof at the time specified in Section 3.08(c) or (d)) hereof, as applicable (each, a "Company NoticeCOMPANY NOTICE"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Repurchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of a fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Repurchase Notice has been given may be converted only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security as described in clause (iv)) above; (vi) the procedures the Holder must follow under Section 3.083.08 hereof; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.103.10 hereof). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; providedPROVIDED, howeverHOWEVER, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. Company's notices (a) By no later than September 3, 2001, PEI agrees to notify Sellers in writing of its election to purchase with Cash ------------------ pay the consideration due September 14, 2001 in cash, PEI Shares or Common Stocka combination thereof. To the extent PEI elects to pay all or a portion of such consideration in PEI Shares, each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Initial Registration Statement (the "Initial Eligible Shares") and the amount of such stock consideration that such Seller will hold for investment (the "Initial Investment Shares") by delivering properly completed questionnaires in the form attached hereto as Exhibit G (the "Eligible Shares Election Form"). (b) By no later than the tenth Business Day preceding March 1 of each year beginning in 2002, PEI agrees to notify Sellers in writing of its election to pay the applicable consideration due for such calendar year in cash, PEI Shares or a combination thereof. To the extent PEI elects to pay all or a portion of such consideration in PEI Shares, each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Initial Registration Statement or any Additional Registration Statement, as the case may be (the "Additional Eligible Shares") and the amount of such stock consideration that such Seller intends to hold for investment (the "Additional Investment Shares) by delivering a properly completed Eligible Shares Election Form. (c) By no later than the tenth Business Day preceding March 1 in any year that the Performance Based Purchase Price is to be paid, PEI agrees to notify the Sellers in writing of its election to pay such consideration in cash, PEI Shares or a combination thereof. To the extent PEI elects to pay all or a portion of the consideration in PEI Shares, shall be sent each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Holders Additional Registration Statement (the "Performance Based Eligible Shares," and together with the Initial Eligible Shares, the Additional Eligible Shares *****, the "Eligible Shares") and the amount of such stock consideration that such Seller intends to beneficial owners as required hold for investment (the "Performance Based Investment Shares," and together with the Initial Investment Shares and the Additional Investment Shares, the "Investment Shares") by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or delivering a properly completed Eligible Shares Election Form. (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected ) If any Seller fails to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid notify PEI in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn writing in accordance with the terms of this Indenture;Section 2.5.5, of such Seller's election with respect to Eligible Shares, PEI will notify such Seller in writing of such failure. If within 3 days of delivery of such notice, such Seller fails to respond to PEI's notice, then such Seller will be deemed to have elected to designate the applicable PEI Shares as Eligible Shares; provided that (i) such Seller promptly delivers all information required in the Eligible Shares Election Form, (ii) any grace period provided for in Section 2.5.7 will not commence until such Seller complies with clause (i) above, and (iii) any period of time allowable before an Event of Default occurs will not commence until such Seller complies with clause (i) above. Without limiting the effect of any other provision in this Section 2.5, the applicable Selling Period will not be extended if Sellers fail to comply with clause (i) above within 10 calendar days of their receipt of the second notice from PEI under this Section 2.5.5(d). At all times during which any registration statement pursuant to this Section 2.5 is in effect, Sellers will promptly notify PEI in writing of any changes to the information set forth in the applicable Eligible Shares Election Form. (ive) Sellers hereby acknowledge that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) PEI will have no further obligations with respect to the registration of Investment Shares and Converted Investment Shares and *****. Sellers hereby agree not to sell or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name otherwise dispose of Investment Shares and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the CompanyConverted Investment Shares during any applicable Selling Period.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common StockSection 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c4.01(e) or (d), as applicable (each, a "the “Company Notice"”). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with shares of Common Stock, the Company Notice shall: (1) state that each Holder will receive shares of Common Stock with a Market Purchase Price Per Share determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Purchase Price and Per Share of the shares of Common Stock; and (3) state that because the Market Purchase Price Per Share of shares of Common Stock will be determined prior to the Purchase Date, Holders of the Holders Securities will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Purchase Price Per Share is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Conversion RatePrice per $1,000 principal amount of Securities and any adjustments thereto; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if they are otherwise convertible in accordance with Article 11 of this Indenture and Section 7 of the Securities and if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under this Section 3.084.01 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D4.01(a)(1)(D) or Section 3.104.03); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest on such Securities shall cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's ’s request, the Trustee shall give the such Company Notice in the Company's ’s name and at the Company's ’s expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Simultaneously with the delivery of a Company Notice, the Company shall (i) disseminate a press release containing the information stated in such Company Notice through any two of Xxxxxx’x Economic Services, Bloomberg Business News and Dow Xxxxx & Company Inc. and (ii) publish the information stated in such Company Notice on its website (xxx.xxxx.xxx) or other successor Web site or through such other public medium as it may use at that time.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 Sections 1.5 and 1.6 of the Indenture at the time specified in Section 3.08(c601(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held LYONx xxxd by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as LYONx xx to which a Purchase Notice has been given may be converted pursuant to Article Five hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must LYONx xxxt be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security LYON as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.08601 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; andLYONx; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D601(a)(1)(D) or Section 3.10603); and (ix) the CUSIP number or numbers of the LYONx xxxng purchased. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of LYONx, xxe Company will publish such determination on the Company's Web site on the World Wide Web.

Notice of Election. Company's The Company shall send notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent (the "Company Notice") to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d)11.02, as applicable (each, on a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date not less than 20 Business Days prior to the Purchase Date equal to (such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined date not less than 20 Business Days prior to the Purchase Date, Date being herein referred to as the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each "Company Notice Date"). Such notices shall include a form of Purchase Notice to be completed by a the Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the each Paying Agent and Conversion Agent and of the Conversion Agentoffices or agencies referred to in Section 4.05; (iii) that Securities as to which a the Purchase Notice has been given may be converted into Common Shares at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the any Paying Agent or to any applicable office or agency referred to in Section 4.05 to collect payment; (v) that the Purchase Price for any Security security as to which a the Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iviii); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 8 of the Securities; and (viii) the procedures for withdrawing a the Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10)Notice. At the Company's written request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice such notice shall be prepared by the Company.

Notice of Election. Company's The Company shall deliver notices of its election (the "Company Notice") to purchase with Cash ------------------ cash or Common Stock, Reference Property or any combination thereof, shall be sent thereof to the Holders (and to beneficial owners as required by applicable law) ). The Company shall deliver notice to the Trustee in the manner provided for in Section 12.02 the Original Indenture and provide such notice through the Trustee to DTC for dissemination through the DTC broadcast facility in the Company's name and at the time specified Company's expense; provided, however, that in Section 3.08(call cases the text of such notice shall be prepared by the Company. The Company Notice shall be sent to Holders (and to beneficial owners as required by applicable law) or on a date not less than 20 Business Days prior to the Purchase Date (d), such date not less than 20 Business Days prior to the Purchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices notices shall state the manner of payment elected and shall contain the following information: : (i) In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with Common StockReference Property, the Company Notice shall: (1) notice shall state that each Holder will receive Common Stock Reference Property with a Market Price Reference Property Value determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Debentures held by such Holder (except for any Cash cash amount to be paid in lieu of fractional shareunits or interests); and; (2ii) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a Securityholder the Holder and shall state: (iA) the Purchase Price and Conversion RatePrice; (iiB) the name and address of the Paying Agent Trustee and the Conversion Paying Agent; (iiiC) that Securities Debentures as to which a Purchase Notice has been given may be converted exchanged into Reference Property at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Third Supplemental Indenture; (ivD) that Securities the Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Price for any Security Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following no later than the later of tenth Business Day immediately succeeding the Purchase Date and the time of surrender of such Security as described in (iv)Date; (viF) the procedures the Holder must follow to exercise rights under this Section 3.08208 and a brief description of those rights; (viiG) briefly, the conversion exchange rights of the SecuritiesHolders of the Debentures and that Holders who want to exchange Debentures must satisfy the requirements set forth in Section 209 hereof; and (viiiH) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10208(a)(i)(D)). At Upon determination of the Company's requestReference Property, if applicable, to be delivered in respect of the Purchase Price for each $1,000 Original Principal Amount at Maturity of Debentures, the Trustee shall give Company will publish notice of such determination and the Company Notice related Reference Property Value in the Company's name and at the Company's expense; provided, however, that, in all cases, the text The Wall Street Journal or another daily newspaper of the Company Notice shall be prepared by the Companynational circulation.

Notice of Election. Company's notices The Company shall send notice of its election ------------------ (the "Company Notice") to purchase with Cash ------------------ cash or shares of Series A Common Stock, Stock or any combination thereof, shall be sent thereof to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 13.02. The Company Notice shall be sent to Holders (and to beneficial owners as required by applicable law) on a date not less than 20 Business Days prior to the time specified in Section 3.08(c) or Purchase Date (d), such date not less than 20 Business Days prior to the Purchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with shares of Series A Common Stock, the Company Notice notice shall: (1) state that each Holder will receive shares of Series A Common Stock with a Market Price determined as of a specified date the third Trading Day prior to the related Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except for any Cash cash amount to be paid in lieu of fractional shareshares); and (2) set forth the method of calculating the Market Price and state that because the Market Price of the Series A Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the shares of Series A Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a the Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 4.05; (iii) that Securities as to which a Purchase Notice has been given may be converted into shares of Series A Common Stock at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 4.05 to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10). At the Company's written request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; provided, however, that, in all -------- ------- cases, the text of the Company Notice such notice shall be prepared by the Company. Upon determination of the actual number of shares of Series A Common Stock to be issued for each $1,000 Principal Amount of Securities, the Company will publish such determination in The Wall Street Journal or another daily newspaper ----------------------- of national circulation and furnish the Trustee with an affidavit of publication.

Notice of Election. The Company's notices of election to purchase repurchase with Cash ------------------ cash or Common Stock, Stock or any combination thereofthereof (each, a "Company Notice") shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 107 hereof not less than 20 Business Days prior to the time specified in Section 3.08(c) or Repurchase Date (d), as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Repurchase Date equal to such specified percentage of the Purchase Price of the Securities Notes held by such Holder (except any Cash cash amount to be paid in lieu of a fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion AgentAgent and the office or agency referred to in Section 1002; (iii) that Securities Notes as to which a Purchase Repurchase Notice has been given may be converted only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities Notes must be surrendered to the Paying Agent or the office or agency referred to in Section 1002 to collect payment; (v) that the Purchase Price for any Security Note as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid on the later of (A) the Business Day following the Repurchase Date or (B) promptly following the later of the Purchase Date and the time of surrender delivery of such Security Note as described in clause (iv)) above; (vi) the procedures the Holder must follow under this Section 3.081117; (vii) briefly, the conversion rights of the SecuritiesNotes; and (viii) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D1117(a)(1)(D) or Section 3.101119 hereof). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase pay the Purchase Price with Cash ------------------ cash or Class A Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in (the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice") not less than 20 Business Days prior to such Purchase Date (the "Company Notice Date"). Such The Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Class A Common StockStock on the Purchase Date in either 2005, 2007, 2011 or 2016, the Company Notice shall: : (1A) state that each Holder will receive Class A Common Stock with a Market Price determined as in respect of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Notes held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and (B) state that the total number of shares of Class A Common Stock to be issued to Holders will be equal to the quotient obtained by dividing (1) the amount of cash to which the Noteholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Notes in cash by (2) 97.5% of the Market Price of the Class A Common Stock determined as of a specified date; (C) set forth the method of calculating the Market Price of the Class A Common Stock; and (D) state that because the Market Price of Class A Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Class A Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: : (iA) the Purchase Price and the Conversion Rate; Rate applicable on the Company Notice Date; (iiB) the name and address of the Paying Agent and the Conversion Agent; ; (iiiC) that Securities Notes as to which a Purchase Notice has been given may be converted pursuant to Section 2.3 of the Supplemental Indenture only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture; ; (ivD) that Securities Notes must be surrendered to the Paying Agent for cancellation to collect payment; ; (vE) that the Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security Note as described in (ivD); ; (viE) the procedures the Holder must follow to exercise rights under this Section 3.08; 2.7(a); (viiF) briefly, the conversion rights of the SecuritiesNotes; and (viiiG) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 2.7(a)(i)(A)(4)); (aH) that, unless the Company defaults in making payment of such Purchase Price, any other interest on Notes covered by any Purchase Notice will cease to accrue on and after the Purchase Date; and (1I) the CUSIP number or the Euroclear or the Clearstream Banking reference numbers of such Notes, if any (D) or Section 3.10any other numbers used by a Depositary to identify such Notes). At the Company's requestrequest delivered at least 15 days prior to the date of the mailing of the Company Notice (unless a shorter period shall be acceptable to the Trustee), the Trustee shall give the such Company Notice in the Company's name of the Company and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Class A Common Stock to be delivered for each $1,000 principal amount of Notes, the Company will publish such determination in The Wall Street Journal or another daily newspaper of national circulation.

Notice of Election. Company's The Company shall send notices of its election (the "Company Notice") to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, shall be sent thereof to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 12.2. The Company Notice shall be sent to the time specified in Section 3.08(cHolders (and to beneficial owners as required by applicable law) or on a date not less than 20 Business Days prior to each Purchase Date (d), such date not less than 20 Business Days prior to each Purchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with Common Stock, the Company Notice notice shall: (1) state that each Holder who elects to have Debentures purchased on the applicable Purchase Date will receive Common Stock with a Market Price determined as of a specified date prior to the such Purchase Date in an amount equal to such specified percentage of the Purchase Price of the Securities Debentures held by such Holder elected by the Company to be paid with Common Stock (except for any Cash cash amount to be paid in lieu of fractional shareshares); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a Securityholder the Holder and shall state: (i) the Purchase Price and the Conversion RatePrice; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Debentures as to which a Purchase Notice has been given may be converted into Common Stock at any time prior to the close of business on the applicable Purchase Date if they are otherwise convertible in accordance with Article 10 hereof and paragraph 8 of the Debentures only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities Debentures must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for for, and any Security accrued interest and any Additional Interest on, any Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security Debenture as described in subclause (iv)) above; (vi) the procedures the Holder must follow to exercise rights under this Section 3.083.7 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; andDebentures and that Holders who want to convert Debentures into Common Stock must satisfy the requirements set forth in Article 10 hereof and paragraph 8 of the Debenture; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, including for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.7(a)(1)(D) or pursuant to the terms of Section 3.103.9); (ix) that, unless the Company defaults in making payment on Debentures for which a Purchase Notice has been submitted, interest on such Debentures will cease to accrue on the Purchase Date; and (x) the CUSIP number of the Debentures. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of Debentures, the Company will promptly publish such determination in The Wall Street Journal or another daily newspaper of national circulation and furnish the Trustee with an affidavit of publication.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common StockSection 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.7(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with shares of Common Stock, the Company Notice shall: (1) state that each Holder will receive shares of Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of Common Stock; and (3) state that because the Market Price of shares of Common Stock will be determined prior to the Purchase Date, Holders of the Holders Securities will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Conversion RateRate per $1,000 principal amount of Securities and any adjustments thereto; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article X and Section 7 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under this Section 3.083.7 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.7(a)(1)(D) or Section 3.103.9); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest on such Securities shall cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Simultaneously with the delivery of a Company Notice, the Company shall (i) disseminate a press release containing the information stated in such Company Notice through any two of Xxxxxx'x Economic Services, Bloomberg Business News and Dow Xxxxx & Company Inc. and (ii) publish the information stated in such Company Notice on its XxxxXxx.xxx or other successor Web site or through such other public medium as it may use at that time.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof (the "Company Notice") shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 13.02 no later than 20 days prior to the time specified in Section 3.08(c) or Purchase Date (d), as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Agent; (iiiiv) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 10 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (vvi) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 8 of the Securities; and; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (x) that, unless the Company defaults in making payment of such Purchase Price, interest on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 principal amount of Securities, the Company will issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing this inforxxxxxn and publish such determination on the Company's web site on the World Wide Web or through such other public medium as the Company may use at that time.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 13.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be accrued and Conversion Ratepayable with respect to the Securities as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and contingent interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any accrued contingent interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10). (ix) that, unless the Company defaults in making payment of such Purchase Price and contingent interest, if any, Original Issue Discount and interest (including contingent interest), if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will publish such determination on the Company's web site on the World Wide Web.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common Stockparagraph 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c1110(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common StockStock on February 2, 2005 or February 2, 2011, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 13 of the Indenture and the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.the

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common StockSection 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.09(d) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price or Change of Control Purchase Price, as the case may be (or a specified percentage thereof) ), with Common shares of Applicable Stock, the Company Notice shall: (1) state that each Holder will receive Common a number of shares of Applicable Stock with a Market Price determined as of a specified date prior equal to the Purchase Date equal to such specified percentage quotient obtained by dividing (i) the portion of the Purchase Price or Change of Control Purchase Price, as the case may be, to be paid in shares of Applicable Stock, by (ii) 99% of the Securities held by such Holder Market Price (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of Applicable Stock; and (3) state that because the Market Price of Common shares of Applicable Stock will be determined prior to the Purchase Date or Change of Control Purchase Date, as the case may be, Holders of the Securities will bear the market risk with respect to the value of the Common shares of Applicable Stock to be received from the date such Market Price is determined to the Purchase Date or Change of Control Purchase Date, as the case may be. In any case, each Company Notice shall include a form of Purchase Notice or Change of Control Purchase Notice, as the case may be, to be completed by a Securityholder Holder and shall state: (i) the Purchase Price or Change of Control Purchase Price, as the case may be, and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and Section 8 of the Securities if the applicable Purchase Notice or Change of Control Purchase Notice, as the case may be, has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price or Change of Control Purchase Price, as the case may be, for any Security security as to which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been given and not withdrawn will be paid promptly following the later of the Purchase Date or Change of Control Purchase Date, as the case may be, and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under Section 3.07 or 3.08, as the case may be, and a brief description of those rights; (vii) briefly, the conversion rights of rights, if any, with respect to the Securities; and; (viii) the procedures for withdrawing a Purchase Notice or Change of Control Purchase Notice, as the case may be (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.07(1)(D), Section 3.08(c)(iv) or Section 3.103.12); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been submitted, Interest or Liquidated Damages, if any, on such Securities will cease to accrue on and after the Purchase Date or Change of Control Purchase Date, as the case may be; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Class A Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 13.02 at the time specified in Section 3.08(c3.10(b) or (d), as ----- ------- applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price or Fundamental Change Purchase Price (or a specified percentage thereof) with Class A Common Stock, the Company Notice shall: (1i) state that each Holder will receive Class A Common Stock with a Market Price determined as of a specified date prior to the Purchase Date or Fundamental Change Purchase Date equal to such specified percentage of the Purchase Price or Fundamental Change Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2ii) set forth the method of calculating the Market Price and of the Class A Common Stock; and (iii) state that because the Market Price of Class A Common Stock will be determined prior to the applicable Purchase Date or Fundamental Change Purchase Date, the Holders will bear the market risk with respect to the value of the Class A Common Stock to be received from the date such Market Price is determined to the Purchase Date or Fundamental Change Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Securityholder and shall state: (iA) the Purchase Price or Fundamental Change Purchase Price and the Conversion Rate; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Price or Fundamental Change Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of (1) the Purchase Date or Fundamental Change Purchase Date and (2) the time of surrender of such Security as described in (ivD); (viF) the procedures the Holder must follow to exercise rights under Section 3.083.08 or Section 3.09 as applicable and a brief ---- description of those rights; (viiG) briefly, the conversion rights of the Securities; and; (viiiH) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(c)(iv), Section 3.08(c)(iv), 3.08(c)(iv), 3.09(a)(i)(D) or Section 3.103.11). At the Company's request; ----------- ------------- ----- (I) that, the Trustee shall give unless the Company Notice defaults in making payment of such Purchase Price or Fundamental Change Purchase Price, Original Issue Discount and interest on Securities called for redemption will cease to accrue on and after the Company's name and at the Company's expenserelevant Purchase Date or Fundamental Change Purchase Date; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.and

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Ordinary Shares or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 106 at the time specified in Section 3.08(c) 1503 or (d)1504, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Common StockOrdinary Shares, the Company Notice shall: (1) state that each Holder will receive Common Stock Ordinary Shares with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Repurchase Price of the Securities 2020 Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Ordinary Shares; and (3) state that because the Market Price of Common Stock Ordinary Shares will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock Ordinary Shares to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Repurchase Price and the Conversion Rate; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities 2020 Debentures as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article Fourteen hereof only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities 2020 Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security 2020 Debenture as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security 2020 Debenture as described in (ivD); (viF) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article Fifteen and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities2020 Debentures; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 1501 or Section 3.101509). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of Ordinary Shares to be issued for each $1,000 Principal Amount at Maturity of 2020 Debentures, the Company will publish such determination at the Company's Web site on the World Wide Web or through such other public medium as the Company may use at that time.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 14.02 hereof at the time specified in Section 3.08(c) or (d)) hereof, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1i) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2ii) set forth the method of calculating the Market Price and of the Common Stock; and (iii) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and Conversion Rateaccrued and unpaid cash interest, including Contingent Cash Interest, if any, that will be accrued and payable with respect to the Securities as of the Purchase Date; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Agent; (iiiiv) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and interest, if any; (vvi) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any cash interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under this Section 3.083.08 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(i)(D) or Section 3.103.10 hereof); (x) that, unless the Company defaults in making payment of such Purchase Price and cash interest, if any, Original Issue Discount and cash interest, including Contingent Cash Interest, if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's web site on the World Wide Web.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common Stockparagraph 6 of the Securities, or any combination thereof, the Company shall be sent give notice to Holders not less than 30 nor more than 60 days prior to each Purchase Date (the Holders (and to beneficial owners as required by applicable law"Company Notice Date") in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.8(f) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stocka form of Purchase Consideration other than cash on the Purchase Date, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined BSkyB Ordinary Shares or News Corporation Preferred ADSs, as of a specified date prior to the Purchase Date case may be, equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and (2) set forth the method of calculating the Market Price and state that because the Market Price amount of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock securities to be received from the date such Market Price is determined to the Purchase Dateissued. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price Price, the form of Purchase Consideration, and Conversion Ratethe Exchange Rate then in effect; (ii) the name and address of the Paying Agent and the Conversion Exchange Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted exchanged if they are otherwise exchangeable only in accordance with Article Eleven hereof if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of (1) the Purchase Date and (2) the time of surrender of such Security as described in (ivSection 3.8(b)(iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.8 and a brief description of those rights; (vii) briefly, the conversion exchange rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.8(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest on such Securities will cease to accrue on the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the forward such Company Notice in the Company's name and at the Company's expenseexpense to the Holders; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereofthereof (each a "Company Notice"), shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 12 and shall be sent to Holders (and to beneficial owners as required by applicable law) not less than 20 Business Days prior to the time specified in Section 3.08(c) or Purchase Date (d), as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Debentures held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Debentureholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Debentures as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities Debentures must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security Debenture as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security Debenture as described in (iv); (vi) the procedures the Holder must follow under Section 3.083.8; (vii) briefly, the conversion rights of the SecuritiesDebentures; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 3.8 (a) (1) (D) or Section 3.10). At the Company's requestrequest and at the Company's expense, the Trustee shall give the Company Notice in the Company's name and at the Company's expensename; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. Company's notices The Company shall send a notice of its election ------------------ (the "Company Notice") to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, -------------- thereof to each Holder (and to each beneficial owner as required by applicable law) in the manner provided in Section 12.02. The Company Notice shall be sent to the Holders (and to beneficial owners as required by applicable law) in on a date not less than 20 Business Days prior to the manner provided in Section 12.02 at Purchase Date (such date not less than 20 Business Days prior to the time specified in Section 3.08(c) or (d), Purchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices Notice shall state the manner of payment ------------------- elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with Common Stock, the Company Notice notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined determined, in accordance with the terms of this Indenture, as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except for any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and Price; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a Securityholder the Holder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 4.05; (iii) that Securities as to which a Purchase Notice has been given may be converted into Common Stock at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 4.05 to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures set forth in Section 3.08(a) the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10). At the Company's written request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; provided, however, that, in all -------- ------- cases, the text of the Company Notice such notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of Securities, the Company will publish such determination in The Wall Street Journal or another daily newspaper of ----------------------- national circulation and furnish the Trustee with an affidavit of publication.

Notice of Election. The Company's notices of election to purchase ------------------ with Cash ------------------ or Common Stock, or any combination thereofthereof (each, a "Company ------- Notice"), shall be sent to the Holders (and to beneficial owners as if required by ------ applicable law) at their addresses shown in the manner provided in Section 12.02 at Note register maintained by the time specified in Section 3.08(c) or Registrar, and delivered to the Trustee, not less than 30 business days prior to the Purchase Date (d), as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices shall state ------------------- the manner of payment elected and shall contain the following information: . In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1i) state that each Holder will shall receive Common Stock with a Market Price determined as in respect of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Notes held by such Holder (except any Cash amount to be paid in lieu of fractional shareshares); and; (2ii) state that the total number of shares of Common Stock to be issued to Holders will be 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 of such Notes in cash by (y) the Market Price of a share of Common Stock; (iii) set forth the method of calculating the Market Price and of the Common Stock; and (iv) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Price, the Conversion RateRate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be payable with respect to the Notes on the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Notes as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Third Supplemental Indenture; (iv) that Securities Notes must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and contingent interest, if any; (v) that the Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn will withdrawn, together with any accrued contingent interest payable with respect thereto, shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security Note as described in (iv); (vi) the procedures the Holder must follow under Section 3.083.3; (vii) briefly, the conversion rights of the SecuritiesNotes; (viii) that, unless the Company defaults in making payment of such Purchase Price and contingent interest, if any, Original Issue Discount and interest (including contingent interest), if any, on Notes covered by any Purchase Notice (or interest, if the Notes have been converted into Cash Pay Notes pursuant to Section 3.9 of this Third Supplemental Indenture, if any) will cease to accrue on and after the Purchase Date; (ix) the CUSIP or ISIN number of the Notes; and (viiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.103.3(a)(1)(iv). At the Company's requestrequest and at the Company's expense, the Trustee shall give the Company Notice in the Company's name and at the Company's expensename; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 15.02 hereof at the time specified in Section 3.08(c) or (d)) hereof, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1i) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2ii) set forth the method of calculating the Market Price and of the Common Stock; and (iii) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and Conversion Rateaccrued and unpaid cash interest, including Contingent Cash Interest, if any, that will be accrued and payable with respect to the Securities as of the Purchase Date; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Agent; (iiiiv) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and accrued and unpaid cash interest (or accrued and unpaid Contingent Cash Interest), if any; (vvi) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any cash interest payable or any Contingent Cash Interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under this Section 3.083.08 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(i)(D) or Section 3.103.10 hereof); (x) that, unless the Company defaults in making payment of such Purchase Price and cash interest, if any, Original Issue Discount and cash interest, including Contingent Cash Interest, if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's web site on the World Wide Web or through such other public medium as the Company may use from time to time.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 15.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion RateRate as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 10 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and accrued and unpaid Contingent Interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price, Original Issue Discount, Contingent Cash Interest, if applicable, and Contingent Additional Principal, if applicable, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's Web site or otherwise through such other public medium as the Company may use at that time.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 9.1 at the time specified in Section 3.08(c3.7(c) or (d), as applicable (each, a the "Company Notice"). The Company Notice will also be published in THE WALL STREET JOURNAL and posted on the Company's web site. Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a an Average Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Notes held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Average Market Price and of the Common Stock; and (3) state that because the Average Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Average Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder of the Notes and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Notes as to which a Purchase Notice has been given may be converted pursuant to Article 7 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities Notes must be surrendered (by means of book entry delivery, if applicable) to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security Note as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.7 and a brief description of those rights; (vii) briefly, the conversion rights of the SecuritiesNotes; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.7(a)(1)(D) or Section 3.103.9). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Notes, the Company will publish such determination on the Company's Web site on the World Wide Web.

Notice of Election. Company's The Company shall send notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent (the "Company Notice") to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 12.02, on a date not less than 20 Business Days prior to the time specified in Section 3.08(c) or Repurchase Date (d), such date not less than 20 Business Days prior to the Repurchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notices shall include a form of Purchase Repurchase Notice to be completed by a the Securityholder and shall state: (i) the Purchase Repurchase Price and Conversion RatePrice; (ii) the name and address of the Paying Agent and the Conversion Agent, and of the offices or agencies referred to in Section 4.05; (iii) that Securities as to which a Purchase the Repurchase Notice has been given may be converted into Ordinary Shares at any time prior to the Close of Business on the applicable Repurchase Date only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent or to any applicable office or agency referred to in Section 4.05 to collect payment; (v) that the Purchase Repurchase Price for any Security security as to which a Purchase the Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security as described in (iviii); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10)Repurchase Notice. At the Company's written request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice such notice shall be prepared by the Company.

Notice of Election. Company's notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event If the Company has elected to pay a the Purchase ------------------ Price (or a specified percentage thereof) with shares of Common Stock, the Company shall give notice to Holders setting forth information specified in this Section 4.7(e) in the manner provided in Section 106 of the Indenture (the "Company Notice"). The Company Notice shallshall include a form of Purchase Notice to be completed by a Holder and shall state: (1) state that the Company will pay the Purchase Price for the 2001 Convertible Securities in shares of Common Stock or a combination of cash and shares of Common Stock specifying the applicable percentages for each; (2) that each Holder will receive shares of Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the 2001 Convertible Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (23) set forth the method of calculating the Market Price and state of the shares of Common Stock; (4) that because the Market Price of shares of Common Stock will be determined prior to the Purchase Date, Holders of the Holders 2001 Convertible Securities will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state:; (i5) the Purchase Price per 2001 Convertible Security and the Conversion RateRate per 2001 Convertible Security and any adjustments thereto; (ii6) the name and address of the Paying Agent, the Conversion Agent and the Conversion Stock Transfer Agent; (iii7) that 2001 Convertible Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article Seven of this Fourth Supplemental Indenture and Section 7 of the 2001 Convertible Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Fourth Supplemental Indenture; (iv) 8) that 2001 Convertible Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (v9) that the Purchase Price for any 2001 Convertible Security as to which a Purchase Notice has been given and not withdrawn will shall be paid promptly following the later of the Purchase Date and the time of surrender of such 2001 Convertible Security as described in (iv)to the Paying Agent; (vi10) the procedures the Holder must follow to exercise its put rights under this Section 3.084.7 and a brief description of those rights; (vii11) briefly, the conversion rights of the 2001 Convertible Securities; and; (viii12) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D4.7(a)(1)(D) or Section 3.104.9); (13) that, unless the Company defaults in making payment on 2001 Convertible Securities for which a Purchase Notice has been submitted, cash interest, if any, on such 2001 Convertible Securities shall cease to accrue and such 2001 Convertible Securities shall cease to accrete in value on the Purchase Date; and (14) the CUSIP number(s) of the 2001 Convertible Securities. If any of the 2001 Convertible Securities to be purchased are in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the applicable procedures of the Depositary. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 106 of the time specified in Section 3.08(c) or Original Indenture (d), as applicable (each, a the "Company Notice"). The Company Notice shall be sent to the Holders (and to beneficial owners as required by applicable law) not less than 20 Business Days prior to the applicable Purchase Date (the "Company Notice Date"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Notes held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Noteholder that wishes to exercise its option to have the Company repurchase the Notes and shall state: (i) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of Contingent Cash Interest, if any, that will be accrued and Conversion Ratepayable with respect to the Notes as of the Purchase Date; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Agent; (iiiiv) that Securities Notes as to which a Purchase Notice has been given may be converted pursuant to Article Eleven of the Original Indenture, as amended by Article 7 of the Supplemental Indenture, only if the any applicable Purchase Notice has been withdrawn in accordance with the terms of this the Original Indenture, as amended by Article 7 of the Supplemental Indenture; (ivv) that Securities Notes must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (vvi) that the Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable following the later of the Purchase Date and the time of surrender of such Security Note as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under this Section 3.081107 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities; andNotes and that Holders who want to convert Notes must satisfy the requirements set forth in paragraph 9 in the Notes; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D1107(a)(i)(D) or Section 3.101109 of the Original Indenture, as amended by Article 7 of the Supplemental Indenture); (x) that, unless the Company defaults in making payment of such Purchase Price on Notes surrendered for purchase, Original Issue Discount, Contingent Additional Principal, if any, and Contingent Cash Interest, if any, will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Notes. At the Company's requestrequest and upon being provided with a copy of such Company Notice, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense, provided that the Company makes such request at least 15 days (unless a shorter period shall be acceptable to the Trustee) prior to the date such Company Notice must be mailed; and provided, howeverfurther, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Notes, the Company will issue a press release and publish such determination on the Company's web site or, at the Company's option, otherwise publicly disclose such information.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 13.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Exchange Rate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be accrued and Conversion Ratepayable with respect to the Securities as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Exchange Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted exchanged pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and contingent interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any accrued contingent interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion exchange rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price and contingent interest, if any, Original Issue Discount and interest (including contingent interest), if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be delivered for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's web site on the World Wide Web or though such other public medium as the Company may use at that time.

Notice of Election. The Company's notices Notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereofthereof (each a "Company Notice"), shall be sent to the Holders (and to beneficial owners as if required by applicable law) at their addresses shown in the manner provided in Section 12.02 at Note register maintained by the time specified in Section 3.08(cRegistrar, and delivered to the Trustee, not less than 30 Business Days prior to the Purchase Date (the "Company Notice Date") or (d)on or before the 30th day after the occurrence of the Fundamental Change, as applicable (each, a "Company Notice")the case may be. Such Company Notices shall state the manner of payment elected and shall contain the following information: . In the event the Company has elected to pay a Purchase Price or Fundamental Change Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1i) state that each Holder will shall receive Common Stock with a Market Price determined as in respect of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price or Fundamental Change Purchase Price of the Securities Notes held by such Holder (except any Cash amount to be paid in lieu of fractional shareshares); and; (2ii) state that the total number of shares of Common Stock to be issued to Holders will be 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; (iii) set forth the method of calculating the Market Price and of the Common Stock; and (iv) state that because the Market Price of Common Stock will be determined prior to the Purchase Date or Fundamental Change Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice or Fundamental Change Repurchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Price, the Fundamental Change Purchase Price, the Conversion RateRate and, to the extent known at the time of such Notice, the amount of contingent interest, if any, that will be payable with respect to the Notes on the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture; (iv) that Securities Notes must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price or Fundamental Change Purchase Price and contingent interest, if any; (v) that the Purchase Price or Fundamental Change Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn will withdrawn, together with any accrued contingent interest payable with respect thereto, shall be paid promptly following the later of the Purchase Date or Fundamental Change Purchase Date and the time of surrender of such Security Note as described in (iv); (vi) the procedures the Holder must follow under Section 3.084.02 and Section 4.03; (vii) briefly, the conversion rights of the SecuritiesNotes; (viii) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price and contingent interest, if any, Accreted Value and interest (including contingent interest), if any, on Notes covered by any Purchase Notice or Fundamental Change Purchase Notice (or interest, if the Notes have been converted into Cash Pay Notes pursuant to Section 4.08 of this Supplemental Indenture, if any) will cease to accrue on and after the Purchase Date or the Fundamental Change Purchase Date, as the case may be; (ix) the CUSIP or ISIN number of the Notes; and (viiix) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D4.03(a)(i)(D) or Section 3.10paragraph II of the Fundamental Change Purchase Notice). At the Company's requestrequest and at the Company's expense, the Trustee shall give the Company Notice in the Company's name and at the Company's expensename; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. Company's notices Notices of election to purchase with Cash ------------------ cash or Sun Common Stock, or any combination thereof, Stock shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 106 of the Basic Indenture at the time times specified in Section 3.08(c401(c) or (d), as applicable ) hereof (each, a the "Company NoticeNotices"). Such Company Notices shall state the manner of payment elected and shall contain the following information: . In the event the Company has elected to pay a the Purchase Price (or a specified percentage designated portion thereof) with Sun Common Stock, the Company Notice notice shall: (1) state that each Holder will receive receive, as soon as practicable following the Purchase Date, Sun Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except plus any Cash cash amount to be paid in lieu of fractional share)shares) equal to the Purchase Price (or designated portion thereof) of the Debentures held by such Holder; and (2) set forth the method of calculating the Market Price and state that because the Market Price of Sun Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Sun Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and notice shall state: (i) the Purchase Price and Conversion Rate; (ii1) the name and address of the Paying Agent and the Conversion Escrow Agent; (iii2) that Securities Debentures as to which a Purchase Notice has been given may be converted exchanged for Exchange Securities or other Exchange Property only if the applicable Purchase Applicable Pur- chase Notice has been withdrawn in accordance with the terms of this Second Supplemental Indenture; (iv3) the name of the Issuer of the Exchange Securities, the current Exchange Rate at which Debentures may be exchanged for Exchange Securities or other Exchange Property and the date upon which the right to exchange such Debentures shall expire and shall also state that gain or loss for Federal income tax purposes may be realized upon the exchange; (4) that Securities Debentures must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii5) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or Section 3.10)Notice. At the Company's request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice such notice shall be prepared by the Company. Upon determination of the actual number of shares of Sun Common Stock deliverable per $1,000 principal amount at Stated Maturity of Debentures surrendered for purchase, the Company will promptly publish such determination in a daily newspaper of national circulation or give notice of such determination to Holders of Debentures in the manner provided in Section 106 of the Indenture and furnish the Trustee with an affidavit of publication or notice, as the case may be.

Notice of Election. Company's notices The Company shall send a notice of its election (the "Company Notice") to purchase with Cash ------------------ cash or Common Stock, Stock or any -------------- combination thereof, thereof to each Holder (and to each beneficial owner as required by applicable law) in the manner provided in Section 11.02. The Company Notice shall be sent to the Holders (and to beneficial owners as required by applicable law) in on a date not less than 20 Business Days prior to the manner provided in Section 12.02 at Purchase Date (such date not less than 20 Business Days prior to the time specified in Section 3.08(c) or (d), Purchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices ------------------- Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with Common Stock, the Company Notice notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined determined, in accordance with the terms of this Indenture, as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except for any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and Price; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a Securityholder the Holder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 4.05; (iii) that Securities as to which a Purchase Notice has been given may be converted into Common Stock at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 4.05 to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv)) ; (vi) the procedures set forth in Section 3.08(a) the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10). At the Company's written request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; provided, however, that, in all -------- ------- cases, the text of the Company Notice such notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of Securities, the Company promptly will issue a press release and publish such determination on its Website on the World Wide Web and furnish the Trustee with an affidavit of publication.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Class B Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Class B Common Stock, the Company Notice shall: (1) state that each Holder will receive Class B Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Class B Common Stock; and (3) state that because the Market Price of Class B Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Class B Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Redemption Price, Original Issue Discount and interest on Securities called for redemption will cease to accrue on and after the Redemption Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Class B Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will publish such determination in The Wall Street Journal or another daily newspaper of national circulation.

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Applicable Stock or any combination thereof, thereof shall be sent to the Holders in the manner provided in Section 106 of the Indenture (the "Company Notice"). The Company Notice with respect to the Purchase Price shall be sent to Holders (and to beneficial owners as required by applicable law) in at least 20 days prior to the manner provided in Section 12.02 at relevant Purchase Date. The Company Notice with respect to the time specified in Section 3.08(cChange of Control Purchase Price shall be sent to Holders (and to beneficial owners as required by applicable law) or (d), as applicable (each, a "Company Notice")within 30 days after the occurrence of the relevant Change of Control. Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price or Change of Control Purchase Price, as the case may be (or a specified percentage thereof) ), with Common Applicable Stock, the Company Notice shall: (1) state that each Holder will receive Common Applicable Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price or Change of Control Purchase Price, as the case may be, of the Securities Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Applicable Stock; and (3) state that because the Market Price of Common Applicable Stock will be determined prior to the Purchase Date or Change of Control Purchase Date, as the case may be, Holders of the Debentures will bear the market risk with respect to the value of the Common Applicable Stock to be received from the date such Market Price is determined to the Purchase Date or Change of Control Purchase Date, as the case may be. In any case, each Company Notice shall include a form of Purchase Notice or Change of Control Purchase Notice, as the case may be, to be completed by a Securityholder Holder and shall state: (i) the Purchase Date or Change of Control, as the case may be; (ii) the Purchase Price or Change of Control Purchase Price, as the case may be, and the Conversion Rate; (iiiii) whether the Purchase Price or the Change of Control Purchase Price will be paid in cash or Applicable Stock, or a combination thereof; (iv) the date by which the Purchase Notice or the Change of Control Purchase Notice, as the case may be, must be delivered to the Paying Agent in order for a Holder to exercise the repurchase rights; (v) briefly, the events causing a Change of Control and the date of such Change of Control, if any; (vi) the Conversion Rate and any adjustment thereto; (vii) the name and address of the Paying Agent and the Conversion Agent; (iiiviii) that Securities Debentures as to which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been given may be converted if they are otherwise convertible only in accordance with Article Seventeen hereof and Section 4 of the Debentures if the applicable Purchase Notice or Change of Control Purchase Notice, as the case may be, has been withdrawn in accordance with the terms of this Indenture; (ivix) that Securities Debentures must be surrendered to the Paying Agent to collect payment; (vx) that the Purchase Price or Change of Control Purchase Price, as the case may be, for any Security Debenture as to which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been given and not withdrawn will be paid promptly following the later of the Purchase Date or Change of Control Purchase Date, as the case may be, and the time of surrender of such Security Debenture as described in (ivix); (vixi) the procedures the Holder must follow to exercise its purchase rights under Section 3.081301 or 1302 hereof, as the case may be, and a brief description of those rights; (viixii) briefly, the conversion rights of the Securities; andDebentures; (viiixiii) the procedures for withdrawing a Purchase Notice or Change of Control Purchase Notice, as the case may be (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D1301(a)(1)(D), Section 1302(b)(4) or Section 3.101304 hereof); (xiv) that, unless the Company defaults in making payment on Debentures for which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been submitted, interest and contingent interest, if any, on such Debentures will cease to accrue on the Purchase Date or Change of Control Purchase Date, as the case may be; and (xv) the CUSIP number of the Debentures. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices of election to purchase ------------------ with Cash ------------------ or Common Stock, or any combination thereofthereof (each a "Company Notice"), -------------- shall be sent to the Holders (and to beneficial owners as required by applicable law) at their ad- dresses shown in the manner provided in Section 12.02 at Note register maintained by the time specified in Section 3.08(cRegistrar, and delivered to the Trustee, not less than 30 Business Days prior to the Purchase Date (the "Company Notice Date") or (d)on or before the 30th day after the occurrence of the ------------------- Fundamental Change, as applicable (each, a "Company Notice")the case may be. Such Company Notices shall state the manner of payment elected and shall contain the following information: . In the event the Company has elected to pay a Purchase Price or Fundamental Change Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1i) state that each Holder will shall receive Common Stock with a Market Price determined as in respect of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price or Fundamental Change Purchase Price of the Securities Notes held by such Holder (except any Cash amount to be paid in lieu of fractional share); and; (2ii) state that the total number of shares of Common Stock to be issued to Holders will be 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) 0.95 times the Market Price of a share of Common Stock; (iii) set forth the method of calculating the Market Price and of the Common Stock; and (iv) state that because the Market Price of Common Stock will be determined prior to the Purchase Date or Fundamental Change Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice or Fundamental Change Repurchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Price, Conversion RateRate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be payable with respect to the Notes on the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture; (iv) that Securities Notes must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price or Fundamental Change Purchase Price and contingent interest, if any; (v) that the Purchase Price or Fundamental Change Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn will withdrawn, together with any accrued contingent interest payable with respect thereto, shall be paid promptly following the later of the Purchase Date or Fundamental Change Purchase Date and the time of surrender of such Security Note as described in (iv); (vi) the procedures the Holder must follow under Section 3.084.02 and Section 4.03; (vii) briefly, the conversion rights of the SecuritiesNotes; (viii) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price and contingent interest, if any, Accreted Value and interest (including contingent interest), if any, on Notes covered by any Purchase Notice or Fundamental Change Purchase Notice (or interest, if the Notes have been converted into semi-annual cash pay notes pursuant to Section 4.08 of this Supplemental Indenture), if any, will cease to accrue on and after the Purchase Date; (ix) the CUSIP or ISIN number of the Notes; and (viiix) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D4.03(a)(i)(D) or Section 3.10the penultimate paragraph of the Fundamental Change Purchase Notice). At the Company's requestrequest and at the Company's expense, the Trustee shall give the Company Notice in the Company's name and at the Company's expensename; provided, however, that, in -------- ------- all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. Company's notices In connection with any purchase of election ------------------ Securities pursuant to purchase with Cash ------------------ or Common StockSection 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.9(d) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price or Change of Control Purchase Price, as the case may be (or a specified percentage thereof) ), with Common shares of Applicable Stock, the Company Notice shall: (1) state that each Holder will receive Common a number of shares of Applicable Stock with a value equal to 97.5% of the Market Price determined as of a specified date prior to the Purchase Date or Change of Control Purchase Date, as the case may be, equal to such specified percentage of the Purchase Price or Change of Control Purchase Price, as the case may be, of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of Applicable Stock; and (3) state that because the Market Price of Common shares of Applicable Stock will be determined prior to the Purchase Date or Change of Control Purchase Date, as the case may be, Holders of the Securities will bear the market risk with respect to the value of the Common shares of Applicable Stock to be received from the date such Market Price is determined to the Purchase Date or Change of Control Purchase Date, as the case may be. In any case, each Company Notice shall include a form of Purchase Notice or Change of Control Purchase Notice, as the case may be, to be completed by a Securityholder Holder and shall state: (i) the Purchase Price or Change of Control Purchase Price, as the case may be, and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and Section 8 of the Securities if the applicable Purchase Notice or Change of Control Purchase Notice, as the case may be, has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price or Change of Control Purchase Price, as the case may be, for any Security security as to which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been given and not withdrawn will be paid promptly following the later of the Purchase Date or Change of Control Purchase Date, as the case may be, and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under Section 3.083.7 or 3.8, as the case may be, and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice or Change of Control Purchase Notice, as the case may be (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) or 3.7(a)(1)(D), Section 3.8(c)(4)or Section 3.10); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice or Change of Control Purchase Notice, as the case may be, has been submitted, interest, if any, on such Securities will cease to accrue on the Purchase Date or Change of Control Purchase Date, as the case may be; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices Notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereofthereof (each a "Company Notice"), shall be sent to the Holders (and to beneficial owners as if required by applicable law) at their addresses shown in the manner provided in Section 12.02 at Note register maintained by the time specified in Section 3.08(cRegistrar, and delivered to the Trustee, not less than 30 Business Days prior to the Purchase Date (the "Company Notice Date") or (d)on or before the 30th day after the occurrence of the Fundamental Change, as applicable (each, a "Company Notice")the case may be. Such Company Notices shall state the manner of payment elected and shall contain the following information: . In the event the Company has elected to pay a Purchase Price or Fundamental Change Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1i) state that each Holder will shall receive Common Stock with a Market Price determined as in respect of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price or Fundamental Change Purchase Price of the Securities Notes held by such Holder (except any Cash amount to be paid in lieu of fractional shareshares); and; (2ii) state that the total number of shares of Common Stock to be issued to Holders will be 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; (iii) set forth the method of calculating the Market Price and of the Common Stock; and (iv) state that because the Market Price of Common Stock will be determined prior to the Purchase Date or Fundamental Change Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice or Fundamental Change Repurchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Price, the Fundamental Change Purchase Price, the Conversion RateRate and, to the extent known at the time of such Notice, the amount of contingent interest, if any, that will be payable with respect to the Notes on the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture; (iv) that Securities Notes must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price or Fundamental Change Purchase Price and contingent interest, if any; (v) that the Purchase Price or Fundamental Change Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn will withdrawn, together with any accrued contingent interest payable with respect thereto, shall be paid promptly following the later of the Purchase Date or Fundamental Change Purchase Date and the time of surrender of such Security Note as described in (iv); (vi) the procedures the Holder must follow under Section 3.084.02 and Section 4.03; (vii) briefly, the conversion rights of the SecuritiesNotes; (viii) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price and contingent interest, if any, Accreted Value and interest (including contingent interest), if any, on Notes covered by any Purchase Notice or Fundamental Change Purchase Notice (or interest, if the Notes have been converted into Cash Pay Notes pursuant to Section 4.08 of this Supplemental Indenture, if any) will cease to accrue on and after the Purchase Date or the Fundamental Change Purchase Date, as the case may be; (ix) the CUSIP or ISIN number of the Notes; and (viiix) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D4.03(a)(i)(D) or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text penultimate paragraph of the Company Notice shall be prepared by the CompanyFundamental Change Purchase Notice).

Notice of Election. Company's notices (a) By no later than September 3, 2001, PEI agrees to notify Sellers in writing of its election to purchase with Cash ------------------ pay the consideration due September 14, 2001 in cash, PEI Shares or Common Stocka combination thereof. To the extent PEI elects to pay all or a portion of such consideration in PEI Shares, each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Initial Registration Statement (the "Initial Eligible Shares") and the amount of such stock consideration that such Seller will hold for investment (the "Initial Investment Shares") by delivering properly completed questionnaires in the form attached hereto as Exhibit G (the "Eligible Shares Election Form"). (b) By no later than the tenth Business Day preceding March 1 of each year beginning in 2002, PEI agrees to notify Sellers in writing of its election to pay the applicable consideration due for such calendar year in cash, PEI Shares or a combination thereof. To the extent PEI elects to pay all or a portion of such consideration in PEI Shares, each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Initial Registration Statement or any Additional Registration Statement, as the case may be (the "Additional Eligible Shares") and the amount of such stock consideration that such Seller intends to hold for investment (the "Additional Investment Shares) by delivering a properly completed Eligible Shares Election Form. (c) By no later than the tenth Business Day preceding March 1 in any year that the Performance Based Purchase Price is to be paid, PEI agrees to notify the Sellers in writing of its election to pay such consideration in cash, PEI Shares or a combination thereof. To the extent PEI elects to pay all or a portion of the consideration in PEI Shares, shall be sent each Seller must notify PEI in writing within 5 Business Days after receiving PEI's election notice of the amount of such stock consideration that such Seller intends to sell pursuant to the Holders Additional Registration Statement (the "Performance Based Eligible Shares," and together with the Initial Eligible Shares, the Additional Eligible Shares and the Make Whole Shares (as defined below), the "Eligible Shares") and the amount of such stock consideration that such Seller intends to beneficial owners as required hold for investment (the "Performance Based Investment Shares," and together with the Initial Investment Shares and the Additional Investment Shares, the "Investment Shares") by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or delivering a properly completed Eligible Shares Election Form. (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected ) If any Seller fails to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid notify PEI in lieu of fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn writing in accordance with the terms of this Indenture;Section 2.5.5, of such Seller's election with respect to Eligible Shares, PEI will notify such Seller in writing of such failure. If within 3 days of delivery of such notice, such Seller fails to respond to PEI's notice, then such Seller will be deemed to have elected to designate the applicable PEI Shares as Eligible Shares; provided that (i) such Seller promptly delivers all information required in the Eligible Shares Election Form, (ii) any grace period provided for in Section 2.5.7 will not commence until such Seller complies with clause (i) above, and (iii) any period of time allowable before an Event of Default occurs will not commence until such Seller complies with clause (i) above. Without limiting the effect of any other provision in this Section 2.5, the applicable Selling Period will not be extended if Sellers fail to comply with clause (i) above within 10 calendar days of their receipt of the second notice from PEI under this Section 2.5.5(d). At all times during which any registration statement pursuant to this Section 2.5 is in effect, Sellers will promptly notify PEI in writing of any changes to the information set forth in the applicable Eligible Shares Election Form. (ive) Sellers hereby acknowledge that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow under Section 3.08; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) PEI will have no further obligations with respect to the registration of Investment Shares and Converted Investment Shares and (1b) (D) Investment Shares and Converted Investment Shares will not be subject to the make-whole provisions set forth in Section 2.5.6. Sellers hereby agree not to sell or Section 3.10). At the Company's request, the Trustee shall give the Company Notice in the Company's name otherwise dispose of Investment Shares and at the Company's expense; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the CompanyConverted Investment Shares during any applicable Selling Period.

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 10.02 of the Indenture at the time specified in Section 3.08(c) 12.03 or (d)12.04, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Repurchase Price of the Securities 2020 Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Repurchase Price and the Conversion Rate; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities 2020 Debentures as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article XI hereof only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities 2020 Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security 2020 Debenture as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security 2020 Debenture as described in (ivD); (viF) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article XII and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities2020 Debentures; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 12.01 or Section 3.1012.09). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; providedPROVIDED, howeverHOWEVER, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of 2020 Debentures, the Company will publish such determination at the Company's Web site on the World Wide Web or through such other public medium as the Company may use at that time.

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 106 of the Indenture at the time specified in Section 3.08(c) 5.03 or (d)5.04 hereof, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as value, based on the calculation in the first paragraph of a specified date prior to the Purchase Date Section 5.04 hereof, equal to such specified percentage of the Purchase Repurchase Price of the Securities 2008 Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares of Common Stock); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Repurchase Price and the Conversion RatePrice; (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities the 2008 Debentures as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article Four hereof only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Second Supplemental Indenture; (ivD) that Securities 2008 Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security 2008 Debenture as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security 2008 Debenture as described in (ivD); (viF) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article Five and a brief description of those rights; (viiG) briefly, the conversion rights Conversion Rights of the Securities2008 Debentures; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 5.01 or Section 3.105.09 hereof). At the Company's requestwritten direction, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; providedPROVIDED, howeverHOWEVER, that, in all cases, the text of the such Company Notice shall be prepared by the Company. The Trustee shall bear no responsibility or liability with respect to the accuracy of the content of the Company Notice.

Notice of Election. Company's notices In connection with any election by the Company to pay the Purchase Price for the Securities in whole or in part by the issuance of election Common Stock pursuant to purchase with Cash ------------------ or Common StockParagraph 7 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.07(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state Simultaneously with the manner giving of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common StockNotice, the Company shall disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information included in the Company Notice or publish such information on the Company's website or through such other public medium as the Company may use at such time for public dissemination of information regarding the Company. The Company Notice shall: (1i) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2ii) set forth the method of calculating the Market Price and of the Common Stock; and (iii) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, Holders of the Holders Securities will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and the then Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article X hereof and Paragraph 8 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under this Section 3.083.07 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.07(a)(i)(D) or Section 3.103.09); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, Original Issue Discount and cash interest, if any, on such Securities will cease to accrue on the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common Stockparagraph 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c1110(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common StockStock on May 18, 2004, May 18, 2009 or May 18, 2014, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 13 of the Indenture and the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (ivSection 1110(b)(iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.081110 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D1110(a)(1)(D) or Section 3.101112); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, Original Issue Discount on such Securities will cease to accrue on and after the Purchase Date; (x) the CUSIP number of the Securities; and (xi) any additional information which the Company wishes to provide. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices of election to purchase repurchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 13.02 hereof at the time specified in Section 3.08(c) or (d)) hereof, as applicable (each, a "Company Notice"COMPANY NOTICE). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Repurchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash amount to be paid in lieu of a fractional share); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Repurchase Notice has been given may be converted only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security as described in clause (iv)) above; (vi) the procedures the Holder must follow under Section 3.083.08 hereof; (vii) briefly, the conversion rights of the Securities; and (viii) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.103.10 hereof). At the Company's request, the Trustee shall give the Company Notice in the Company's name and at the Company's expense; providedPROVIDED, howeverHOWEVER, that, in all cases, the text of the Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof (the "Company Notice") shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 1.6 of the time specified in Section 3.08(c) or Indenture no later than 20 days prior to the Purchase Date (d), as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Applicable Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Agent; (iiiiv) that Applicable Securities as to which a Purchase Notice has been given may be converted pursuant to Article VIII of this Supplemental Indenture only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture; (ivv) that Applicable Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (vvi) that the Purchase Price for any Applicable Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Applicable Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under Section 3.083.8 of this Supplemental Indenture and a brief description of those rights; (viiviii) briefly, the conversion rights of the Applicable Securities and that Holders who want to convert Applicable Securities must satisfy the requirements set forth in paragraph 8 of the Applicable Securities; and; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.8(a)(1)(D) or Section 3.103.10 of this Supplemental Indenture); (x) that, unless the Company defaults in making payment of such Purchase Price, interest on Applicable Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Applicable Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 principal amount of Applicable Securities, the Company will issue a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing this information and publish such determination on the Company's web site on the World Wide Web or through such other public medium as the Company may use at that time.

Notice of Election. Company's notices of election to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event If the Company has elected to pay a the Purchase ------------------ Price (or a specified percentage thereof) with shares of Common Stock, the Company shall give notice to Holders setting forth information specified in this Section 4.7(e) in the manner provided in Section 106 of the Indenture (the "Company Notice"). The Company Notice shallshall include a form of Purchase Notice to be completed by a Holder and shall state: (1) state that the Company will pay the Purchase Price for the 2001 Convertible Securities in shares of Common Stock or a combination of cash and shares of Common Stock specifying the applicable percentages for each; (2) that each Holder will receive shares of Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the 2001 Convertible Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (23) set forth the method of calculating the Market Price and state of the shares of Common Stock; (4) that because the Market Price of shares of Common Stock will be determined prior to the Purchase Date, Holders of the Holders 2001 Convertible Securities will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state:; and (i5) the Purchase Price per 2001 Convertible Security and the Conversion RateRate per 2001 Convertible Security and any adjustments thereto; (ii6) the name and address of the Paying Agent, the Conversion Agent and the Conversion Stock Transfer Agent; (iii7) that 2001 Convertible Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article Seven of this Fourth Supplemental Indenture and Section 7 of the 2001 Convertible Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Fourth Supplemental Indenture; (iv) 8) that 2001 Convertible Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (v9) that the Purchase Price for any 2001 Convertible Security as to which a Purchase Notice has been given and not withdrawn will shall be paid promptly following the later of the Purchase Date and the time of surrender of such 2001 Convertible Security as described in (iv)to the Paying Agent; (vi10) the procedures the Holder must follow to exercise its put rights under this Section 3.084.7 and a brief description of those rights; (vii11) briefly, the conversion rights of the 2001 Convertible Securities; and; (viii12) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D4.7(a)(1)(D) or Section 3.104.9); (13) that, unless the Company defaults in making payment on 2001 Convertible Securities for which a Purchase Notice has been submitted, cash interest, if any, on such 2001 Convertible Securities shall cease to accrue and such 2001 Convertible Securities shall cease to accrete in value on the Purchase Date; and (14) the CUSIP number(s) of the 2001 Convertible Securities. If any of the 2001 Convertible Securities to be purchased are in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the applicable procedures of the Depositary. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to ------------------ purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 13.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be accrued and Conversion Ratepayable with respect to the Securities as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and contingent interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any accrued contingent interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in clause (iv)) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price and contingent interest, if any, Original Issue Discount and interest (including contingent interest), if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in -------- ------- all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will publish such information on its website on the World Wide Web (or its successor media).

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 13.02 (the time specified in Section 3.08(c) or (d), as applicable (each, a "Company Notice"). The Company Notice -------------- shall be sent to the Holders (and to beneficial owners as required by applicable law) not less than 20 Business Days prior to the applicable Purchase Date (the "Company Notice Date"). Such Company Notices Notice shall state ------------------- the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder that wishes to exercise its option to have the Company repurchase the Securities and shall state: (i) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will be accrued and Conversion Ratepayable with respect to the Securities as of the Purchase Date; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 4.05; (iiiiv) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the any applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 4.05 to collect paymentpayment of the Purchase Price; (vvi) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid as promptly as practicable following the later of the Purchase Date and the time of surrender of such Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (x) that, unless the Company defaults in making payment of such Purchase Price on Securities surrendered for purchase, Original Issue Discount and contingent interest, if any, will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Securities. At the Company's requestrequest and upon being provided with a copy of such Company Notice, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense, provided that the Company makes such request at least 15 days (unless a shorter period shall be acceptable to the Trustee) prior to the date such Company Notice must be mailed; and provided, howeverfurther, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of Securities, the Company will issue a press release and publish such determination on the Company's web site or, at the Company's option, otherwise publicly disclose such information.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Trustee and to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 15.02 hereof at the time specified in Section 3.08(c) or (d)) hereof, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1i) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2ii) set forth the method of calculating the Market Price and of the Common Stock; and (iii) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and Conversion Rateaccrued and unpaid cash interest, including Contingent Cash Interest, if any, that will be accrued and payable with respect to the Securities as of the Purchase Date; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Agent; (iiiiv) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and accrued and unpaid cash interest (or accrued and unpaid Contingent Cash Interest), if any; (vvi) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any cash interest payable or any Contingent Cash Interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under this Section 3.083.08 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(i)(D) or Section 3.103.10 hereof); (x) that, unless the Company defaults in making payment of such Purchase Price and cash interest, if any, Original Issue Discount and cash interest, including Contingent Cash Interest, if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's web site on the World Wide Web or through such other public medium as the Company may use from time to time.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 14.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company NoticeCOMPANY NOTICE"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and Conversion Rateaccrued and unpaid cash interest, if any, that will be accrued and payable with respect to the Securities as of the Purchase Date; (ii) whether the Company will pay the Purchase Price in cash or in Common Stock or any combination thereof, specifying the percentage of each; (iii) the name and address of the Paying Agent and the Conversion Agent; (iiiiv) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and interest, if any; (vvi) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any cash interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (ivv); (vivii) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (viiviii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and; (viiiix) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (x) that, unless the Company defaults in making payment of such Purchase Price and cash interest, if any, Original Issue Discount and cash interest, if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (xi) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's web site on the World Wide Web.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common StockSection 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.7(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with shares of Common Stock, the Company Notice shall: (1) state that each Holder will receive shares of Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of Common Stock; and (3) state that because the Market Price of shares of Common Stock will be determined prior to the Purchase Date, Holders of the Holders Securities will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price per Security and the Conversion RateRate per Security and any adjustments thereto; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article X and Section 7 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under this Section 3.083.7 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.7(a)(1)(D) or Section 3.103.9); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, cash interest, if any, on such Securities shall cease to accrue and such Securities shall cease to accrete in value on the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Simultaneously with the delivery of a Company Notice, the Company shall (i) disseminate a press release containing the information stated in such Company Notice through any two of Xxxxxx'x Economic Services, Bloomberg Business News and Dow Xxxxx & Company Inc. and (ii) publish the information stated in such Company Notice on its XxxxXxx.xxx or other successor Web site or through such other public medium as it may use at that time.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 13.02 at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of semiannual and Conversion Ratecontingent interest, if any, that will be accrued and payable with respect to the Securities as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and contingent interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any accrued semiannual and contingent interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price and semiannual and contingent interest, if any, Original Issue Discount and interest (including semiannual and contingent interest), if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company, and notice to Beneficial Owners shall be forwarded to addresses provided by the Company or by Beneficial Owners to the Trustee in writing at least 10 days before the deadline for mailing any such notice. Upon determination of the actual number of shares of Common Stock to be delivered for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's web site on the World Wide Web.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common Stockparagraph 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c1110(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common StockStock on ____________, 2005 or ____________, 2011, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 13 of the Indenture and paragraph 8 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (ivSection 1110(b)(iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.081110 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D1110(a)(1)(D) or Section 3.101112); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, Original Issue Discount on such Securities will cease to accrue on the Purchase Date; (x) the CUSIP number of the Securities; and (xi) any additional information which the Company wishes to provide. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 [ ] at the time specified in Section 3.08(c) or (d), as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: 20 In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities Notes held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Noteholder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities Notes as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities Notes must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price; (v) that the Purchase Price for any Security Note as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security Note as described in clause (iv)) above; (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; andNotes; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price, Original Issue Discount and interest, if any, on Notes surrendered for purchase will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Notes. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; providedPROVIDED, howeverHOWEVER, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Notes, the Company will issue a press release and publish such determination in THE WALL STREET JOURNAL or another daily newspaper of national circulation.

Notice of Election. Company's The Company shall send notices of its ------------------- election (the "Company Notice") to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, shall be sent thereof to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 15.02. The Company 113 Notice shall be sent to Holders (and to beneficial owners as required by applicable law) on a date not less than 20 Busi ness Days prior to the time specified in Section 3.08(c) or Purchase Date (d), such date not less than 20 Business Days prior to the Purchase Date being herein referred to as applicable (each, a the "Company NoticeNotice Date"). Such Company Notices notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a any specified percentage thereof) with Common Stock, the Company Notice notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except for any Cash cash amount to be paid in lieu of fractional shareshares); and (2) set forth the method of calculating the Market Price and state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice notice shall include a form of Purchase Notice to be completed by a Securityholder the Holder and shall state: (i) the Purchase Price and Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion AgentAgent and of the office or agency referred to in Section 10.02; (iii) that Securities as to which a Purchase Notice has been given may be converted into Common Stock at any time prior to the close of business on the applicable Purchase Date only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent or to the office or agency referred to in Section 10.02 to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn with drawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.0814.02 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities and that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 9 of the Securities; and (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D14.02(a)(1)(D) or Section 3.1014.03). At the Company's written request, the Trustee shall give the Company Notice such notice in the Company's name and at the Company's expense; provided, however, that, in -------- ------- all cases, the text of the Company Notice such notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount of Securities, the Company will publish such determination in The Wall Street Journal or another daily newspaper ----------------------- of national circulation and furnish the Trustee with an affidavit of publication.

Notice of Election. The Company's notices notice of election to purchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof (the "Company Notice") shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at 13.02 not less than 20 Business Days prior to the time specified in Section 3.08(c) applicable Purchase Date or Trigger Event Purchase Date (d), as applicable (each, a the "Company NoticeNotice Date"). Such Any such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price Price, the Conversion Rate and, to the extent known at the time of such notice, the amount of contingent interest, if any, that will have accrued and Conversion Ratebe payable with respect to the Securities as of the Purchase Date; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted pursuant to Article 11 hereof only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect paymentpayment of the Purchase Price and contingent interest, if any; (v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn withdrawn, together with any accrued contingent interest payable with respect thereto, will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise rights under Section 3.083.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.08(a)(1)(D) or Section 3.10); (ix) that, unless the Company defaults in making payment of such Purchase Price, Original Issue Discount including contingent interest, if any, on Securities surrendered for purchase will cease to accrue on and after the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense, provided that the Company makes such request at least 15 days (unless a shorter period shall be acceptable to the Trustee) prior to the date such Company Notice must be mailed; and provided, howeverfurther, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity of Securities, the Company will issue a press release and publish such determination on the Company's web site or by other appropriate means.

Notice of Election. Company's notices Not less than 20 Business Days prior to each Optional Repurchase Date (the "Company Notice Date"), the Company shall (i) issue a press release for publication on the PR Newswire or an equivalent newswire service giving notice of election to purchase with Cash ------------------ or Common Stock, or any combination thereof, shall be sent such Optional Repurchase Date (a "Repurchase Press Release" ) and (ii) deliver to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time specified in Section 3.08(c) 13.2 its notice of election to repurchase Securities with cash or (d)shares of Common Stock or any combination thereof, as applicable applicable, on such Optional Repurchase Date (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase the Optional Repurchase Price (or a specified percentage thereof) on the Optional Repurchase Date occurring on March 20, 2007 with shares of Common Stock, the Company Notice shall: (1a) state that each Holder will receive shares of Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Optional Repurchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2b) set forth the method of calculating the Market Price and of the shares of Common Stock; and (c) state that because the Market Price of shares of Common Stock will be determined prior to the Purchase Optional Repurchase Date, the Holders will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Price is determined to the Purchase Optional Repurchase Date. In any case, each Company Notice shall include a form of Purchase Optional Repurchase Notice to be completed by a Securityholder Holder and shall state: (id) the Purchase Optional Repurchase Price and the Conversion Rate; (iie) the name and address of the Paying Agent and the Conversion Agent; (iiif) that Securities as to which a Purchase an Optional Repurchase Notice has been given may be converted pursuant to Article IV hereof only if the applicable Purchase Optional Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivg) that Securities must be surrendered to the Paying Agent to collect payment; (vh) that the Purchase Optional Repurchase Price for any Security as to which a Purchase an Optional Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Optional Repurchase Date and the time of surrender of such Security as described in (ivg); (vii) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article V and a brief description of those rights; (viij) briefly, the conversion rights of the Securities; and (viiik) the procedures for withdrawing a Purchase an Optional Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) Sections 5.1 or Section 3.105.9). If any of the Securities to be redeemed is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the applicable procedures of the Depositary. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company. Upon determination of the actual number of shares of Common Stock to be issued for each $1,000 principal amount of Securities, the Company will publish such determination at the Company's web site on the World Wide Web or through such other public medium as the Company may use at that time.

Notice of Election. Company's notices In connection with any purchase of election Securities pursuant to purchase with Cash ------------------ or Common StockParagraph 6 of the Securities, or any combination thereof, the Company shall be sent give notice to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 at the time setting forth information specified in this Section 3.08(c3.7(e) or (d), as applicable (each, a the "Company Notice"). Such Company Notices shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a the Purchase Price (or a specified percentage thereof) with shares of Common Stock, the Company Notice shall: (1) state that each Holder will receive shares of Common Stock with a Market Price determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the shares of Common Stock; and (3) state that because the Market Price of shares of Common Stock will be determined prior to the Purchase Date, Holders of the Holders Securities will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Market Price is determined to the Purchase Date. In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Securityholder Holder and shall state: (i) the Purchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article X hereof and Paragraph 8 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Purchase Price for any Security security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under this Section 3.083.7 and a brief description of those rights; (vii) briefly, the conversion rights of the Securities; and; (viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D3.7(a)(1)(D) or Section 3.103.9); (ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest, if any, on such Securities will cease to accrue on the Purchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.

Notice of Election. The Company's notices notice of election to purchase repurchase with Cash ------------------ cash or Common Stock, Stock or any combination thereof, thereof shall be sent to the Holders (and to beneficial owners as required by applicable law) in the manner provided in Section 12.02 106 at the time specified in Section 3.08(c) 1503 or (d)1504, as applicable (each, a the "Company Notice"). Such Company Notices Notice shall state the manner of payment elected and shall contain the following information: In the event the Company has elected to pay a Purchase the Repurchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall: (1) state that each Holder will receive Common Stock with a Market Price determined as value, based on the calculation in the first paragraph of a specified date prior to the Purchase Date Section 1504, equal to such specified percentage of the Purchase Repurchase Price of the Securities 2020 Debentures held by such Holder (except any Cash cash amount to be paid in lieu of fractional shareshares); and; (2) set forth the method of calculating the Market Price and of the Common Stock; and (3) state that because the Market Price of Common Stock will be determined prior to the Purchase Repurchase Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received from the date such Market Price is determined to the Purchase Repurchase Date. In any case, each Company Notice shall include a form of Purchase Repurchase Notice to be completed by a Securityholder Holder and shall state: (iA) the Purchase Repurchase Price and Conversion Rate;the conversion price; ' (iiB) the name and address of the Paying Agent and the Conversion Agent; (iiiC) that Securities the 2020 Debentures as to which a Purchase Repurchase Notice has been given may be converted pursuant to Article Fourteen hereof only if the applicable Purchase Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (ivD) that Securities 2020 Debentures must be surrendered to the Paying Agent to collect payment; (vE) that the Purchase Repurchase Price for any Security 2020 Debenture as to which a Purchase Holder Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Repurchase Date and the time of surrender of such Security 2020 Debenture as described in (ivD); (viF) the procedures the Holder must follow to exercise repurchase rights under Section 3.08this Article Fifteen and a brief description of those rights; (viiG) briefly, the conversion rights of the Securities2020 Debentures; and (viiiH) the procedures for withdrawing a Purchase Repurchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 3.08 (a) (1) (D) 1501 or Section 3.101509). At the Company's request, the Trustee shall give the such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of the such Company Notice shall be prepared by the Company.