Common use of Optional Put Clause in Contracts

Optional Put. (a) All or a portion of the Securities shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") at a price of 100% of the Accreted Principal Amount plus any accrued and unpaid interest (including Contingent Interest and Additional Amounts) to but not including the Optional Repurchase Date (the "Optional Repurchase Price"), at the option of the Holder thereof. Any Securities purchased on June 15, 2010 by the Company will be paid for in cash only. Securities purchased on June 15, 2013 and June 15, 2018 by the Company may be purchased in cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company's option, provided, however that any accrued and unpaid interest (including Contingent Interest and Additional Amounts), if any, will be paid in cash. The Company's right to exercise its election to purchase the Securities pursuant to this Article Fifteen through the issuance of shares of Common Stock shall be conditioned upon (1) the Company's not having given its Company notice of an election to pay entirely in cash and its giving of timely notice of election to purchase all or a specified percentage of the Securities with shares of Common Stock as provided herein; (2) the registration of the shares of Common Stock to be issued in respect of the payment of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (4) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Optional Repurchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Optional Repurchase Price in respect of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officer's Certificate, stating that conditions (1), (2) and (3) above have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (2) and (3) above have been satisfied.

Optional Put. (a) All or a portion of the Securities Notes shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") at a price of 100% of the Accreted Principal Amount plus any accrued and unpaid interest (including Contingent Interest and Additional Amounts) to but not including the Optional Repurchase Date (the "Optional Repurchase Price")Company, at the option of the Holder thereof, on any of July 30, 2009, July 30, 2014 and July 30, 2019 (each, a "Repurchase Date"), at a repurchase price equal to 100% of the principal amount of those Notes plus accrued and unpaid interest to, but not including, such Repurchase Date (the "Repurchase Price"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 6.01(c). (b) No later than 25 Business Days prior to each Repurchase Date, the Company shall provide a written notice of the repurchase right to the Trustee and to each Holder. Any Securities purchased on June 15, 2010 The notice shall include a form of Repurchase Notice to be completed by the Company Holder and shall state, as applicable: (i) the date by which the Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the repurchase right; (ii) the Repurchase Date; (iii) the Repurchase Price; (iv) whether the Repurchase Price will be paid for in cash only. Securities purchased on June 15or, 2013 and June 15if permitted hereunder, 2018 by the Company may be purchased in cashLimited Voting Shares, shares of Common Stock or a combination of cash and shares of Common Stock at the Company's option, provided, however that any accrued and unpaid interest (including Contingent Interest and Additional Amounts), if any, will be paid in cash. The Company's right to exercise its election to purchase the Securities pursuant to this Article Fifteen through the issuance of shares of Common Stock shall be conditioned upon (1) the Company's not having given its Company notice of an election to pay entirely in cash and its giving of timely notice of election to purchase all or a specified percentage of the Securities with shares of Common Stock as provided herein; (2) the registration of the shares of Common Stock to be issued in respect of the payment of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (4) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Optional Repurchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Optional Repurchase Price in respect of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, Limited Voting Shares and, in the case of a combination, the percentage of each; (v) if the Company elects to pay the Repurchase Price in Limited Voting Shares or a combination of cash and Limited Voting Shares, that the number of Limited Voting Shares each Holder will receive will equal the portion of the Repurchase Price to be paid in Limited Voting Shares divided by the Trading Price of one Limited Voting Share; (vi) if the Company elects to pay the Repurchase Price in Limited Voting Shares or a combination of cash and Limited Voting Shares, the method of calculating the Trading Price of the Limited Voting Shares; (vii) that because the Trading Price of one Limited Voting Share will be determined prior to the Repurchase Date, Holders of the Notes will bear the market risk that the Limited Voting Shares to be received will decline in value between the date such OfficerTrading Price is determined and the Repurchase Date; (viii) if the Notes then may be converted, the name and address of the Paying Agent and the Conversion Agent, the Conversion Rate and any adjustments thereto, and that the Notes as to which a Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article Four only if the Repurchase Notice has been withdrawn in accordance with the terms of this First Supplemental Indenture; (ix) that certificated Notes must be surrendered to the Paying Agent to collect payment; (x) that the Repurchase Price for any Note as to which a Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Note; (xi) the procedures the Holder must follow to exercise its right to require Notes be repurchased under this Section 6.01; (xii) the conversion rights, if any, of the Notes; (xiii) the procedures for withdrawing a Repurchase Notice; (xiv) that, unless the Company defaults in making payment of such Repurchase Price, interest on Notes surrendered for repurchase by the Company will cease to accrue on and after the Repurchase Date; and (xv) the CUSIP number(s) of the Notes. At the Company's Certificaterequest, the Trustee shall give the notice of repurchase right in the Company's name and at the Company's expense if the Company has made such a request of the Trustee at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of repurchase right must be given to the Holder in accordance with this Section 6.01(b); provided, further, that the text of the notice of repurchase right shall be prepared by the Company. (c) A Holder may exercise its right specified in Section 6.01(a) upon delivery of a written notice of repurchase (a "Repurchase Notice") to the Paying Agent at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the relevant Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, stating: (i) the certificate number(s) of the Note(s) that the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Notes have not been issued; (ii) the portion of the principal amount of the Note(s) that the Holder will deliver to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; (iii) that such Note(s) shall be repurchased by the Company on the Repurchase Date pursuant to the terms and conditions specified in the Notes and in this First Supplemental Indenture; and (iv) in the event the Company elects, pursuant to Section 6.02, to pay the Repurchase Price, in whole or in part, in Limited Voting Shares but such portion of the Repurchase Price shall ultimately be paid to such Holder entirely in cash because any of the conditions to payment of the Repurchase Price in Limited Voting Shares is not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the relevant Repurchase Date, as set forth in Section 6.02, whether such Holder elects to (A) withdraw such Repurchase Notice as to some or all of the Notes to which such Repurchase Notice relates (stating that conditions (1the principal amount and certificate numbers, if any or the appropriate Depositary procedures, if applicable, of the Notes as to which such withdrawal shall relate), or (2B) and receive cash in respect of the entire Repurchase Price for all Notes (3or portions thereof) above have been satisfied andto which such Repurchase Notice relates. The delivery of such certificated Note, if applicable, to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 6.01 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. If a Holder, in such Holder's Repurchase Notice and in any written notice of withdrawal delivered by such Holder pursuant to the case terms of Section 6.03, fails to indicate such Holder's choice with respect to the election set forth in Section 6.01(c)(iv), such Holder shall be deemed to have elected to receive cash in respect of the entire Repurchase Price for all Notes subject to such Repurchase Notice in the circumstances set forth in such Section 6.01(c)(iv). The Company shall repurchase from the Holder thereof, pursuant to this Section 6.01, a portion of a Note, so long as the principal amount of such Opinion portion is $1,000 or an integral multiple of Counsel$1,000. Provisions of this First Supplemental Indenture that apply to the repurchase of all of a Note also apply to the repurchase of that portion of that Note. Any repurchase by the Company contemplated pursuant to the provisions of this Section 6.01 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of book-entry transfer or delivery of the Note. Notwithstanding anything contained herein to the contrary, stating that conditions (2any Holder delivering to the Paying Agent the Repurchase Notice contemplated by Section 6.01(c) and (3) above shall have been satisfiedthe right to withdraw such Repurchase Notice at any applicable time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 6.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Optional Put. (a) All or a portion of the Securities shall be repurchased purchased by the Company for cash on June January 15, 2010, June 15, 2013 and June 15, 2018 2011 (each, an the "Optional Repurchase Date") at a price of 100% $1,000 per $1,000 of the Accreted Principal Amount at Issuance plus any accrued and unpaid cash interest (including Contingent Cash Interest and Additional AmountsInterest) to but not including the Optional Repurchase Date (the "Optional Repurchase Price"), at the option of the Holder thereof. (b) On a date not less than 20 Business Days prior to the Optional Repurchase Date, the Company shall mail a written notice to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to all Holders at their addresses shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. Any Securities purchased on June 15, 2010 The notice shall include the form of an Optional Repurchase Notice to be completed by the Company will Holder and shall state: (1) the date by which the Optional Repurchase Notice pursuant to this Section 1402 must be paid given; (2) the Optional Repurchase Date; (3) the Optional Repurchase Price; (4) the name and address of each Paying Agent and the Conversion Agent; (5) the Conversion Rate and any adjustments thereto; (6) that Securities as to which an Optional Repurchase Notice has been given may be converted into Common Stock pursuant to Article IV of this Indenture only to the extent that the Optional Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (7) the procedures that the Holder must follow to exercise rights under this Section 1501 and a brief description of such rights; (8) that Securities must be surrendered to the Paying Agent to collect payment of the Optional Purchase Price and interest, if any; (9) briefly, the conversion rights of the Securities, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Securities; (10) the procedures for in cash only. Securities purchased on June 15withdrawing an Optional Repurchase Notice, 2013 and June 15including a form of notice of withdrawal; (11) that, 2018 by unless the Company may be purchased defaults in cashmaking payment of such Optional Repurchase Price, shares of Common Stock or a combination of cash and shares of Common Stock at the Company's option, provided, however that any accrued and unpaid interest (including Contingent Cash Interest and Additional AmountsInterest), if any, and Principal Accretion on Securities surrendered for purchase will cease to accrue on and after the Optional Repurchase Date; and (12) the CUSIP number of the Securities. At the Company's request, the Trustee or the Paying Agent shall give such notice in the Company's name and at the Company's expense; provided, however, that in all cases, the text of such notice shall be prepared by the Company. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities. Simultaneously with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on its website or through such other public medium as the Company may use at that time. (c) A Holder may exercise its rights specified in subsection (a) of this Section 1501 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled "Option of Holder to Elect Purchase" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (an "Optional Repurchase Notice") to any Paying Agent at any time from the opening of business on the date that is 20 Business Days prior to the Optional Repurchase Date until the close of business on the Optional Repurchase Date. The Optional Repurchase Notice delivered by a Holder shall state (i) if certificated Securities have been issued, the certificate number or numbers of the Security or Securities which the Holder will deliver to be purchased (if not certificated, the notice must comply with appropriate Depositary procedures), (ii) the portion of the Principal Amount at Issuance of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased pursuant to the terms and conditions specified in this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the Optional Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Optional Repurchase Price therefor; provided, however, that such Optional Repurchase Price shall be so paid pursuant to this Section 1501 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Optional Repurchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 1501, a portion of a Security if the Principal Amount at Issuance of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security pursuant to Sections 1501 through 1506 also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 1501 shall be consummated by the delivery of the consideration to be received by the Holder (together with accrued and unpaid cash interest, if any) promptly following the later of the Optional Repurchase Date and the time of delivery of the Security. The Optional Repurchase Price may only be paid in cash. The Company's Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Optional Repurchase Notice contemplated by this Section 1501 shall have the right to exercise withdraw such Optional Repurchase Notice at any time prior to the close of business on the Optional Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1502. The Paying Agent shall promptly notify the Company of the receipt by it of any Optional Repurchase Notice or written notice of withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Optional Repurchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time. (d) The Company may at its election option add additional dates on which Holders would have the right to require the Company to repurchase Securities. The Company would be required to provide 60 days advance notice to Holders of its nonbinding intention to add additional dates. (e) There shall be no purchase the of any Securities pursuant to this Article Fifteen through Section 1501 if there has occurred (prior to, on or after, as the issuance case may be, the giving, by the Holders of shares of Common Stock shall be conditioned upon (1) the Company's not having given its Company notice of an election to pay entirely in cash and its giving of timely notice of election to purchase all or a specified percentage such Securities, of the Securities with shares required Optional Repurchase Notice) and is continuing an Event of Common Stock as provided herein; Default (2) the registration of the shares of Common Stock to be issued other than a default in respect of the payment of the Optional Repurchase Price under and any accrued and unpaid cash interest with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities Act or the Exchange Act, (x) with respect to which an Optional Repurchase Notice has been withdrawn in each case, if required for the initial issuance thereof; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (4) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity compliance with this Indenture and or (By) held by it during the shares continuance of Common Stock to be issued by an Event of Default (other than a default in the Company in payment of the Optional Repurchase Price and any accrued and unpaid cash interest with respect to such Securities) in respect of Securities have been duly authorized andwhich case, when issued and delivered pursuant to the terms of this Indenture in payment of upon such return, the Optional Repurchase Price in Notice with respect of the Securities, will thereto shall be validly issued, fully paid and non-assessable and, deemed to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officer's Certificate, stating that conditions (1), (2) and (3) above have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (2) and (3) above have been satisfiedwithdrawn.

Optional Put. (ai) All On June 1, 2013, June 1, 2018, June 1, 2023, June 1, 2028 and June 1, 2033 (each, an “Optional Put Repurchase Date”), each Holder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities or a any portion of the Original Principal Amount thereof that is equal to $1,000 or an integral multiple of $1,000, for cash at a repurchase price equal to 100% of the Accreted Principal Amount thereof, together with accrued and unpaid Interest thereon to, but excluding, such Optional Put Repurchase Date (the “Optional Put Repurchase Price”) (subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 11.08(a)), unless such Optional Put Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid Interest payable on such Interest Payment Date to the Holder of record at 5:00 p.m., New York City time, on the corresponding Regular Record Date. (ii) No later than 20 Business Days prior to each Optional Put Repurchase Date, the Company shall give notice of the repurchase right under Section 11.08(a)(i) (an “Optional Put Repurchase Offer”) to all record Holders at their addresses set forth in the Security Register of the Security Registrar (and to beneficial owners as required by applicable law). The notice shall include a form of notice to be completed by the Holder and returned to the Company in the event that the Holder elects such right to such repurchase (the “Optional Put Repurchase Notice”) and shall briefly state, as applicable: (A) the date by which the Optional Put Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the repurchase right; (B) the Optional Put Repurchase Date; (C) the Optional Put Repurchase Price; (D) the name and address of the Paying Agent and the Conversion Agent; (E) the Conversion Rate; (F) the conversion rights, if any, of the Securities; (G) that the Securities as to which an Optional Put Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article 12 only if the Optional Put Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (H) that the Securities must be surrendered to the Paying Agent to collect payment; (I) that the Optional Put Repurchase Price for any Security as to which an Optional Put Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Optional Put Repurchase Date and the time of surrender of such Security; (J) the procedures the Holder must follow to exercise its put right under this Section 11.08(a); (K) the procedures for withdrawing an Optional Put Repurchase Notice; (L) that, unless the Company defaults in making payment of such Optional Put Repurchase Price, Interest on Securities surrendered for repurchase by the Company will cease to accrue, and Accreted Principal Amount of such Securities will cease to accrete, on and after the Optional Put Repurchase Date; and (M) the CUSIP number(s) of the Securities. At the Company’s request, the Trustee shall give the Optional Put Repurchase Offer in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Optional Put Repurchase Offer must be given to the Holder in accordance with this Section 11.08(a)(ii); provided, further, that the text of the Optional Put Repurchase Offer shall be prepared by the Company. (iii) A Holder may exercise its right specified in Section 11.08(a)(ii) upon delivery of a properly completed Optional Put Repurchase Notice to the Paying Agent at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the relevant Optional Put Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Optional Put Repurchase Date, stating: (A) if certificated, the certificate numbers of Securities to be delivered for repurchase; (B) the portion of the Original Principal Amount of Securities to be repurchased, which portion must be $1,000 or an integral multiple of $1,000 thereof; and (C) that the Securities shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") at a price of 100% of the Accreted Principal Amount plus any accrued and unpaid interest (including Contingent Interest and Additional Amounts) to but not including the Optional Repurchase Date (the "Optional Repurchase Price"), at the option of the Holder thereof. Any Securities purchased on June 15, 2010 by the Company will be paid for in cash only. Securities purchased on June 15, 2013 and June 15, 2018 by the Company may be purchased in cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company's option, provided, however that any accrued and unpaid interest (including Contingent Interest and Additional Amounts), if any, will be paid in cash. The Company's right to exercise its election to purchase the Securities pursuant to this Article Fifteen through the issuance of shares of Common Stock shall be conditioned upon (1) the Company's not having given its Company notice of an election to pay entirely in cash and its giving of timely notice of election to purchase all or a specified percentage applicable provisions of the Securities and this Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Optional Put Repurchase Notice (together with shares of Common Stock as provided herein; (2all necessary endorsements) at the registration offices of the shares of Common Stock Paying Agent shall be a condition to be issued in respect of the payment of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (4) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment Holder of the Optional Put Repurchase Price in respect of Securities have been duly authorized andtherefor; provided, when issued and delivered however, that such Optional Put Repurchase Price shall be so paid pursuant to this Section 11.08(a) only if the terms Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Optional Put Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to this Section 11.08(a), a portion of a Security specified in the Optional Put Repurchase Notice, so long as the Original Principal Amount of such portion is $1,000 Original Principal Amount or an integral multiple of $1,000 Original Principal Amount. Provisions of this Indenture in payment that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. The Paying Agent shall promptly notify the Company of the receipt by it of any Optional Put Repurchase Price in respect Notice or written notice of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officer's Certificate, stating that conditions (1), (2) and (3) above have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (2) and (3) above have been satisfiedwithdrawal thereof.

Optional Put. (a) All Each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 4.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder's Notes not theretofore called for redemption, or a any portion of the Securities principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of March 15, 2011, March 15, 2014 and March 15, 2019 (each a "PURCHASE DATE"). The Company shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") required to purchase such Notes at a purchase price of equal to 100% of the Accreted Principal Amount principal amount plus accrued and unpaid interest, Additional Amounts and Additional Interest, if any, to, but excluding, the Purchase Date (the "PURCHASE PRICE"). In the event that a Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Additional Amounts and Additional Interest, if any, to the Holder of the repurchased Note and not the Holder on the Regular Record Date. (b) The Company shall pay the Purchase Price with respect to Notes to be purchased pursuant to this Article IV as of the first Purchase Date wholly in cash; however, it may elect with respect to either or both of the two remaining Purchase Dates to pay the Purchase Price in respect of Notes to be purchased pursuant to this Section 4.1 as of such Purchase Date, in cash or Common Stock, or in any combination of cash and Common Stock, subject to the conditions set forth in Section 4.1(d). The Company shall designate, in the Company Notice delivered pursuant to this Section 4.1(b), whether the Company will purchase the Notes for cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price of Notes in respect of which it will pay in cash and Common Stock; provided that the Company shall pay cash for fractional interests in shares of Common Stock, and it shall pay any accrued and unpaid interest, Additional Amounts and Additional Interest on such Notes in cash. Each Holder whose Notes are purchased pursuant to this Section 4.1 shall receive the same percentage of cash and/or Common Stock in payment of the Purchase Price for such Notes, except as provided in Section 4.1(d) with regard to the payment of cash in lieu of fractional interests in shares of Common Stock. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Holders, except as provided in Section 4.1(d). No later than 22 Business Days prior to each Purchase Date, the Company shall mail a written notice (the "COMPANY NOTICE") of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1; (ii) the Purchase Date; (iii) the Purchase Price and, in the case of Notes subject to purchase on either the second or third Purchase Date, whether the Company will purchase such Notes for cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price of such Notes in respect of which it will pay cash and Common Stock; (iv) the name and address of the Paying Agent and the Conversion Agent; (v) the Conversion Rate and any adjustments thereto; (vi) that the Notes as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (vii) that the Notes must be surrendered to the Paying Agent to collect payment; (viii) that the Purchase Price for any Notes as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in Section 4.1(b)(vii); (ix) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights; (x) briefly, the conversion rights of the Notes, if any, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Notes; (xi) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal; (xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including Contingent Interest any Additional Interest) and Additional Amounts, if any, on Notes surrendered for purchase by the Company shall cease to accrue on and after the Purchase Date; and (xiii) the CUSIP number(s) of the Notes. In the event the Company has elected to pay a Purchase Price (or a specified percentage thereof) with Common Stock, the Company Notice shall also: (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 a 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 Date, the Holders will bear the market risk with respect to the value of the Common Stock to be received between the date such Market Price is determined and the Purchase Date. 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 the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Company Notice must be given to the Holders in accordance with this Section 4.1(b); provided, further, that the text of the Company Notice shall be prepared by the Company. If any of the Notes is in the form of a Global Security, then the Company shall modify such Company Notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the Company Notice pursuant to this Section 4.1(b), the Company shall make a Public Notice containing all information specified in such Company Notice. (c) A Holder may exercise its rights specified in clause (a) of this Section 4.1 upon delivery of a written notice (which shall be in substantially the form included on the reverse side of the Securities entitled "Option of Holder to Elect Purchase" hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "PURCHASE NOTICE") to but the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until the close of business on the second Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (i) the relevant Purchase Date, (ii) if certificated Securities, the serial number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not including certificated, the Optional Repurchase notice must comply with Applicable Procedures), (iii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iv) that such Note shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Note to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (the "Optional Repurchase Price"), together with all necessary endorsements) at the option offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Any Provisions of this Indenture that apply to the purchase of all of a Note pursuant to Section 4.1 through Section 4.7 also apply to the purchase of such portion of such Note. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities purchased on June 15may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time. (d) To the extent permitted by Section 4.1(b), 2010 the Purchase Price of Notes in respect of which a Purchase Notice pursuant to Section 4.1(c) has been given, or a specified percentage thereof, may be paid by the Company will be paid for in cash only. Securities purchased on June 15, 2013 and June 15, 2018 by the Company may be purchased in cash, issuance of a number of shares of Common Stock or a combination equal to the quotient obtained by dividing (i) 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 Securities in cash by (ii) 95% of the Market Price of a share of Common Stock as of the applicable Purchase Date, subject to the next succeeding paragraph. The Company will not issue a fractional share of Common Stock in payment of the Purchase Price. Instead the Company will pay cash for the current market value of the fractional share. The current market value of a fraction of a share shall be determined by multiplying the Market Price by such fraction and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have more than one Security repurchased, the number of shares of Common Stock at shall be based on the Company's option, provided, however that any accrued and unpaid interest (including Contingent Interest and Additional Amounts), if any, will aggregate amount of Securities to be paid in cashrepurchased. The Company's right to exercise its election to purchase the Securities Purchase Notes pursuant to this Article Fifteen Section 4.1 through the issuance of shares of Common Stock shall be conditioned upon upon: (1i) the Company's not Company having given its timely Company notice of an election to pay entirely in cash and its giving of timely notice Notice of election to purchase all or a specified percentage of the Securities Notes with shares of Common Stock as provided herein; in Section 4.1(b); (2ii) the registration of the shares of Common Stock to be issued in respect of the payment of the Optional Repurchase specified percentage of the Purchase Price under (A) the Exchange Act and (B) the Securities Act, unless in the case of this clause (B) the shares of Common Stock so issued can be freely resold by the Holder (assuming such Holder is not the Company or an Affiliate of the Company) receiving such shares without registration under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; ; (3iii) any necessary qualification or registration of such shares under applicable state securities laws or the availability of an exemption from such qualification and registration; (iv) the Common Stock shall be listed on a national securities exchange or quoted on an inter-dealer quotation system of any registered national securities association; and and (4v) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Optional Repurchase specified percentage of the Purchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Optional Repurchase specified percentage of the Purchase Price in respect of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rightsnonassessable, and, in the case of such Officer's Officers' Certificate, stating that conditions (1i), (2ii), (iii) and (3iv) above have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (2ii) and (3iii) above have been satisfied. Such Officers' Certificate shall also set forth the number of shares of Common Stock to be issued for each $1,000 principal amount of Notes and the Closing Sale Price on each Trading Day during the period during which the Market Price is calculated, and the Company shall disseminate such information as soon as practicable after determination thereof by Public Notice. If conditions are not satisfied prior to or on the Purchase Date and the Company has elected to purchase the Notes to be purchased as of such Purchase Date pursuant to this Section 4.1 through the issuance of shares of Common Stock, the Company shall pay the entire Purchase Price in respect of such Notes in cash.

Optional Put. (a) All Subject to the provisions of this ARTICLE IV, each Holder shall have the right, at the Holder's option, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder's Notes, or a any portion of the Securities principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of May 15, 2013, May 15, 2016 and May 15, 2021 (each a "PURCHASE DATE"). The Company shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") required to purchase such Notes at a purchase price of in cash equal to 100% of the Accreted Principal Amount principal amount plus any accrued and unpaid interest (including Contingent Interest and Additional AmountsInterest, if any) to to, but not including excluding, the Optional Repurchase Purchase Date (the "Optional Repurchase PURCHASE Price"). In the event that a Purchase Date is a date that is after any Record Date but on or before the corresponding Interest Payment Date, at the option of the Holder thereof. Any Securities purchased on June 15, 2010 by the Company will shall be paid for in cash only. Securities purchased on June 15, 2013 and June 15, 2018 by the Company may be purchased in cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company's option, provided, however that any required to pay accrued and unpaid interest, Contingent Interest and Additional Interest, if any, to the holder of the repurchased Note and not the Holder on the Record Date. (b) On or before the 22nd Business Day prior to each Purchase Date, the Company shall mail a written notice of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and shall cause such notice to be mailed to beneficial owners to the extent required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1; (ii) the Purchase Date; (iii) the Purchase Price; (iv) the name and address of the Paying Agent and the Conversion Agent; (v) briefly, the conversion rights of the Notes, if any, and that the Holder must satisfy the requirements set forth in this Indenture in order to convert the Notes; (vi) the Conversion Rate and any adjustments thereto; (vii) that the Notes as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (viii) that the Notes must be surrendered to the Paying Agent to collect payment; (ix) that the Purchase Price for any Notes as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Notes as described in Section 4.1(b)(viii); (x) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights; (xi) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal; (xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including Contingent Interest and or Additional Amounts)Interest, if any), will be paid in cashon Notes surrendered for purchase by the Company shall cease to accrue on and after the Purchase Date; and (xiii) the CUSIP number(s) of the Notes. The At the Company's request, the Trustee shall give the notice of purchase right in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to exercise its election the Trustee) prior to the date by which such notice of purchase right must be given to the Securities Holders in accordance with this Section 4.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any of the Notes are in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Notes. Simultaneously with delivering the written notice pursuant to this Article Fifteen through Section 4.1(b), the issuance Company shall issue a Public Notice containing all information specified in such written notice. (c) A Holder may exercise its rights specified in Section 4.1 (a) upon delivery of shares a written notice (which, in the case of Common Stock Certificated Notes, shall be conditioned upon (1) in substantially the Company's not having given its Company notice of an election to pay entirely in cash and its giving of timely notice of election to purchase all or a specified percentage form included on the reverse side of the Securities with shares Notes entitled "Option of Common Stock as provided herein; (2) the registration of the shares of Common Stock Holder to Elect Purchase" and which may be issued delivered by letter, overnight courier, hand delivery, facsimile transmission or in respect of the payment of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (4) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Optional Repurchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Optional Repurchase Price in respect of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, other written form and, in the case of Global Notes, shall be a notice delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such Officer's Certificaterights (a "PURCHASE NOTICE") to the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until 5:00 p.m., stating that conditions Eastern Standard time, on the second Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (1i) the relevant Purchase Date, (ii) if Certificated Notes have been issued, the certificate number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (2iii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (3iv) above have been satisfied andthat such Note shall be purchased pursuant to the terms and conditions specified in the Notes and this Indenture. Delivery of a Note to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the purchase of all of a Note pursuant to Section 4.1 through Section 4.7 also apply to the purchase of such portion of such Note. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Notes, any Purchase Notice may be delivered or withdrawn and such Opinion of Counsel, stating that conditions (2) and (3) above have been satisfiedNotes may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.

Optional Put. (a) All Each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 4.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder's Notes, or a any portion of the Securities principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on December 15, 2010 (the "PURCHASE DATE"). The Company shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") required to purchase such Notes at a purchase price of equal to 100% of the Accreted Principal Amount principal amount plus any accrued and unpaid interest (including Contingent Interest interest, Additional Amounts and Additional Amounts) to Interest, if any, to, but not including excluding, the Optional Repurchase Purchase Date (the "Optional Repurchase PricePURCHASE PRICE"). In the event that a Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, at the option Company shall be required to pay accrued and unpaid interest, Additional Amounts and Additional Interest, if any, to the Holder of the repurchased Note and not the Holder thereofon the Regular Record Date. (b) The Company shall pay the Purchase Price with respect to Notes to be purchased pursuant to this ARTICLE IV wholly in cash. Any Securities purchased No later than 22 Business Days prior to the Purchase Date, the Company shall mail a written notice (the "COMPANY NOTICE") of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Section 4.1; (ii) the Purchase Date; (iii) the Purchase Price; (iv) the name and address of the Paying Agent and the Conversion Agent; (v) the Conversion Rate and any adjustments thereto; (vi) that the Notes as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture or if there shall be a Default in the payment of the Purchase Price; (vii) that the Notes must be surrendered to the Paying Agent to collect payment; (viii) that the Purchase Price for any Notes as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in Section 4.1(b)(vii); (ix) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights; (x) briefly, the conversion rights of the Notes, if any, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Notes; (xi) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal; (xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including any Additional Interest) and Additional Amounts, if any, on June 15, 2010 Notes surrendered for purchase by the Company will be paid for in cash onlyshall cease to accrue on and after the Purchase Date; and (xiii) the CUSIP number(s) of the Notes. Securities purchased on June 15At the Company's request, 2013 and June 15, 2018 by the Trustee shall give the Company may be purchased Notice in cash, shares of Common Stock or a combination of cash the Company's name and shares of Common Stock at the Company's option, expense; provided, however however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Company Notice must be given to the Holders in accordance with this Section 4.1(b); provided, further, that the text of the Company Notice shall be prepared by the Company. No failure of the Company to give the Company Notice shall limit any accrued and unpaid interest (including Contingent Interest and Additional Amounts), if any, will be paid in cash. The CompanyHolder's right to exercise its election rights to require the Company to purchase the such Holder's Securities pursuant to this Article Fifteen through ARTICLE IV. If any of the issuance Notes is in the form of shares a Global Security, then the Company shall modify such Company Notice to the extent necessary to accord with the procedures of Common Stock the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the Company Notice pursuant to this Section 4.1(b), the Company shall make a Public Notice containing all information specified in such Company Notice. (c) A Holder may exercise its rights specified in clause (a) of this Section 4.1 upon delivery of a written notice (which shall be conditioned upon (1) in substantially the Company's not having given its Company notice of an election to pay entirely in cash and its giving of timely notice of election to purchase all or a specified percentage form included on the reverse side of the Securities with shares entitled "Option of Common Stock as provided herein; (2) the registration of the shares of Common Stock Holder to Elect Purchase" hereto and which may be issued delivered by letter, overnight courier, hand delivery, facsimile transmission or in respect of the payment of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (4) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Optional Repurchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Optional Repurchase Price in respect of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such Officer's Certificaterights (a "PURCHASE NOTICE") to the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until the close of business on the second Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (i) the Purchase Date, stating that conditions (1ii) if certificated Securities, the serial number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (2iii) the portion of the principal amount of the Note which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (3iv) above have been satisfied andthat such Note shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Note to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the purchase of all of a Note pursuant to Section 4.1 through 4.6 also apply to the purchase of such portion of such Note. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Opinion of Counsel, stating that conditions (2) and (3) above have been satisfiedSecurities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.

Optional Put. (a) All Each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 4.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder's Securities not theretofore called for redemption, or any portion thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of February 1, 2011, February 1, 2014 and February 1, 2019 (each a portion of the Securities "PURCHASE DATE"). The Company shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") required to purchase such Securities at a purchase price of 100% of in cash equal to the Accreted Principal Amount principal amount thereof plus any accrued and unpaid cash interest (including Contingent Interest and Additional Amounts) to to, but not including excluding, the Optional Repurchase Purchase Date (the "Optional Repurchase PricePURCHASE PRICE"). In the event that a Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, at the option Company shall be required to pay accrued and unpaid interest to the holder of the repurchased Security and not the Holder thereofon the Regular Record Date. (b) No later than 20 Business Days prior to each Purchase Date, the Company shall mail a written notice of the purchase right by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shown in the Security Register of the Registrar, and to beneficial owners as required by applicable law. Any The notice shall include a form of Purchase Notice to be completed by the Holder and shall briefly state, as applicable: (i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase right pursuant to this Article XIII; (ii) the Purchase Date; (iii) the Purchase Price; (iv) the name and address of the Paying Agent and the Conversion Agent; (v) the conversion rights of the Securities, if any, the Conversion Rate and any adjustments thereto, and that the Holder must satisfy the requirements set forth in the Indenture in order to convert the Securities; (vi) that the Securities purchased as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwise convertible pursuant to Article XIII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (vii) that the Securities must be surrendered to the Paying Agent to collect payment; (viii) that the Purchase Price for any Security as to which a Purchase Notice has been duly given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in Section 4.1(b)(vii); (ix) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights; (x) the procedures for withdrawing a Purchase Notice, including a form of notice of withdrawal; (xi) that, unless the Company defaults in making payment of such Purchase Price, interest on June 15, 2010 Securities surrendered for purchase by the Company will be paid for shall cease to accrue on and after the Purchase Date; and (xii) the CUSIP number(s) of the Securities. At the Company's request, the Trustee shall give the notice of purchase right in cash only. Securities purchased on June 15, 2013 the Company's name and June 15, 2018 by the Company may be purchased in cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company's option, expense; provided, however however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 4.1(b); provided, further, that the text of the notice of purchase right shall be prepared by the Company. If any accrued and unpaid interest (including Contingent Interest and Additional Amounts), if any, will be paid in cash. The Company's right to exercise its election to purchase of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Securities. Simultaneously with delivering the written notice pursuant to this Article Fifteen through Section 4.1(b), the issuance Company shall publicly announce the occurrence of shares the Fundamental Change, including a statement to the effect that Holders of Common Stock Securities have a repurchase right as a result thereof, and shall be conditioned upon (1publish a notice containing all information specified in the written notice provided to Holders pursuant to this Section 4.1(b) in a newspaper of general circulation in New York, New York, or publish such information on the Company's not having given website, or through such other public medium that the Company may use at such time. (c) A Holder may exercise its Company rights specified in clause (a) of this Section 4.1 upon delivery of a written notice of an election to pay entirely (which shall be in cash and its giving of timely notice of election to purchase all or a specified percentage substantially the form included on the reverse side of the Securities with shares entitled "Option of Common Stock as provided herein; (2) the registration of the shares of Common Stock Holder to Elect Purchase" hereto and which may be issued delivered by letter, overnight courier, hand delivery, facsimile transmission or in respect of the payment of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (4) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Optional Repurchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Optional Repurchase Price in respect of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such Officer's Certificaterights (a "PURCHASE NOTICE") to the Paying Agent at any time from the opening of business on the date that is 20 Business Days prior to the relevant Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date. The Purchase Notice delivered by a Holder shall state (i) the relevant Purchase Date, stating that conditions (1ii) if certificated Securities, the certificate number or numbers of the Security or Securities which the Holder shall deliver to be purchased (if not certificated, the notice must comply with Applicable Procedures), (2iii) the principal amount of the Security which the Holder shall deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (3iv) above have been satisfied andthat such Security shall be purchased pursuant to the terms and conditions specified in the Securities and this Indenture. Delivery of a Security to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent is a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security if such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security pursuant to Section 4.1 through Section 4.7 also apply to the purchase of such portion of such Security. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Opinion of Counsel, stating that conditions (2) and (3) above have been satisfiedSecurities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.

Optional Put. (ai) All or a portion of the Securities shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") at a price of 100% of the Accreted Principal Amount plus any accrued and unpaid interest (including Contingent Interest and Additional Amounts) to but not including the Optional Repurchase Date (the "Optional Repurchase Price")Company, at the option of the Holder thereof. Any Securities purchased , on June November 15, 2010 by the Company will be paid for 2013, November 15, 2016 and November 15, 2021 (each, a “Repurchase Date”), at a repurchase price in cash only. equal to 100% of the principal amount of the Securities purchased to be repurchased (without premium or penalty) plus accrued and unpaid interest, if any to, but excluding, such Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on June 15, 2013 and June 15, 2018 by behalf of the Company may be purchased Holder of the requirements set forth in cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company's optionSection 3.08(A)(iii), provided, however however, that any such accrued and unpaid interest (including Contingent Interest and Additional Amounts)interest, if any, will be paid in cashnot to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding record date. (ii) No later than 20 Business Days prior to each Repurchase Date, the Company shall mail a written notice of the repurchase right under Section 3.08(A)(i) (a “Purchase Offer”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The Company's notice shall include a form of notice to be completed by the Holder and returned to the Company in the event that the Holder elects such right to exercise its election to purchase the Securities pursuant to this Article Fifteen through the issuance of shares of Common Stock such repurchase and shall be conditioned upon briefly state, as applicable: (1) the Company's not having given its Company notice of an election date by which the Repurchase Notice must be delivered to pay entirely the Paying Agent in cash and its giving of timely notice of election order for a Holder to purchase all or a specified percentage of exercise the Securities with shares of Common Stock as provided herein; repurchase right; (2) the registration of the shares of Common Stock to be issued in respect of the payment of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; Date; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and Repurchase Price; (4) the receipt by name and address of the Trustee of an Officers' Certificate Paying Agent and an Opinion of Counsel each stating the Conversion Agent; (5) the Conversion Rate; (6) that (A) the Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article X only if the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (7) that the issuance Securities must be surrendered to the Paying Agent to collect payment; (8) that the Repurchase Price for any Security as to which a Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the shares Repurchase Date and the time of Common Stock are in conformity with this Indenture and surrender of such Security; (B9) the shares of Common Stock procedures the Holder must follow to be issued exercise its right to have its Securities repurchased by the Company in under this Section 3.08(A); (10) the conversion rights, if any, of the Securities; (11) the procedures for withdrawing a Repurchase Notice; (12) that, unless the Company fails to timely make payment of such Repurchase Price, interest, if any, on Securities surrendered for repurchase by the Optional Company will cease to accrue on and after the Repurchase Price Date; and (13) the CUSIP number(s) of the Securities. At the Company’s request, the Trustee shall give the Purchase Offer in respect the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Purchase Offer must be given to the Holder in accordance with this Section 3.08(A)(ii); provided, further, that the text of the Purchase Offer shall be prepared by the Company. (iii) A Holder may exercise its right specified in Section 3.08(A)(i) upon delivery of a properly completed Repurchase Notice to the Paying Agent at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the relevant Repurchase Date until 5:00 P.M., New York City time, on the Business Day immediately preceding such Repurchase Date, stating: (1) the certificate number (in the case of Physical Securities) of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Physical Securities have not been duly authorized issued; (2) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 principal amount; and, when issued and delivered (3) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 3.08(A) only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to this Section 3.08(A), a portion of a Security, so long as the principal amount of such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.08(A)(iii) shall have the right to withdraw such Repurchase Notice at any applicable time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in payment accordance with Section 3.08(B). The Paying Agent shall promptly notify the Company of the Optional receipt by it of any Repurchase Price in respect Notice or written notice of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officer's Certificate, stating that conditions (1), (2) and (3) above have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (2) and (3) above have been satisfiedwithdrawal thereof.

Optional Put. (ai) All or a portion of the Securities shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") at a price of 100% of the Accreted Principal Amount plus any accrued and unpaid interest (including Contingent Interest and Additional Amounts) to but not including the Optional Repurchase Date (the "Optional Repurchase Price")Company, at the option of the Holder thereof. Any Securities purchased , on June November 15, 2010 by the Company will be paid for 2013, November 15, 2016 and November 15, 2021 (each, a “Repurchase Date”), at a repurchase price in cash only. equal to 100% of the principal amount of the Securities purchased to be repurchased plus accrued and unpaid interest, if any to, but excluding, such Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on June 15, 2013 and June 15, 2018 by behalf of the Company may be purchased Holder of the requirements set forth in cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company's optionSection 3.08(a)(iii), provided, however however, that any such accrued and unpaid interest (including Contingent Interest and Additional Amounts)interest, if any, will be paid in cashnot to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding record date. (ii) No later than 20 Business Days prior to each Repurchase Date, the Company shall mail a written notice of the repurchase right under Section 3.08(a)(i) (a “Purchase Offer”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The Company's notice shall include a form of notice to be completed by the Holder and returned to the Company in the event that the Holder elects such right to exercise its election to purchase such repurchase (the Securities pursuant to this Article Fifteen through the issuance of shares of Common Stock “Repurchase Notice”) and shall be conditioned upon briefly state, as applicable: (1) the Company's not having given its Company notice of an election date by which the Repurchase Notice must be delivered to pay entirely the Paying Agent in cash and its giving of timely notice of election order for a Holder to purchase all or a specified percentage of exercise the Securities with shares of Common Stock as provided herein; repurchase right; (2) the registration of the shares of Common Stock to be issued in respect of the payment of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; Date; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and Repurchase Price; (4) the receipt by name and address of the Trustee of an Officers' Certificate Paying Agent and an Opinion of Counsel each stating the Conversion Agent; (5) the Conversion Rate; (6) that (A) the Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article X only if the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (7) that the issuance Securities must be surrendered to the Paying Agent to collect payment; (8) that the Repurchase Price for any Security as to which a Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the shares Repurchase Date and the time of Common Stock are in conformity with this Indenture and surrender of such Security; (B9) the shares procedures the Holder must follow to exercise its put right under this Section 3.08(a); (10) the conversion rights, if any, of Common Stock to be issued the Securities; (11) the procedures for withdrawing a Repurchase Notice; (12) that, unless the Company defaults in making payment of such Repurchase Price, interest, if any, on Securities surrendered for repurchase by the Company in payment will cease to accrue on and after the Repurchase Date; and (13) the CUSIP number(s) of the Optional Securities. At the Company’s request, the Trustee shall give the Purchase Offer in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Purchase Offer must be given to the Holder in accordance with this Section 3.08(a)(ii); provided, further, that the text of the Purchase Offer shall be prepared by the Company. (iii) A Holder may exercise its right specified in Section 3.08(a)(i) upon delivery of a properly completed Repurchase Price Notice to the Paying Agent at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the relevant Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, stating: (1) the certificate number (if in respect certificated form) of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Physical Securities have not been duly authorized issued; (2) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000 principal amount; and, when issued and delivered (3) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture. The book-entry transfer or delivery of such Security to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 3.08(a) only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall repurchase from the Holder thereof, pursuant to this Section 3.08(a), a portion of a Security, so long as the principal amount of such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.08(a)(iii) shall have the right to withdraw such Repurchase Notice at any applicable time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in payment accordance with Section 3.08(b). The Paying Agent shall promptly notify the Company of the Optional receipt by it of any Repurchase Price in respect Notice or written notice of the Securities, will be validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, free from preemptive rights, and, in the case of such Officer's Certificate, stating that conditions (1), (2) and (3) above have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (2) and (3) above have been satisfiedwithdrawal thereof.

Optional Put. (a) All or a portion of the Securities shall be repurchased by the Company on June 15, 2010, June 15, 2013 and June 15, 2018 (each, an "Optional Repurchase Date") at a price of 100% of the Accreted Principal Amount plus any accrued and unpaid interest (including Contingent Interest and Additional Amounts) to but not including the Optional Repurchase Date (the "Optional Repurchase Price"), at the option of the Holder thereofon December 6, 2007, December 1, 2010, December 1, 2012 and December 1, 2017 (each, a "REPURCHASE DATE"), at a repurchase price equal to the principal amount of those Securities plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, such Repurchase Date (the "REPURCHASE PRICE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 4.1(c). (b) No later than 20 days prior to each Repurchase Date, the Company shall mail a written notice of the repurchase right by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). Any Securities purchased on June 15, 2010 The notice shall include a form of Repurchase Notice to be completed by the Company Holder and shall briefly state, as applicable: (i) the date by which the Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the repurchase right; (ii) the Repurchase Date; (iii) the Repurchase Price; (iv) whether the Repurchase Price will be paid for in cash only. Securities purchased on June 15or Ordinary Shares, 2013 and June 15or a combination thereof and, 2018 by in the case of a combination, the percentage of each; (v) if the Company may be purchased elects to pay the Repurchase Price in cash, shares of Common Stock Ordinary Shares or a combination of cash and shares Ordinary Shares, that the number of Common Stock Ordinary Shares each Holder will receive will equal the portion of the Repurchase Price to be paid in Ordinary Shares divided by 97.5% of the Market Price of one Ordinary Share; (vi) if the Company elects to pay the Repurchase Price in Ordinary Shares or a combination of cash and Ordinary Shares, the method of calculating the Market Price of the Ordinary Shares; (vii) state that because the Market Price of one Ordinary Share will be determined prior to the Repurchase Date, Holders of the Securities will bear the market risk that the Ordinary Shares to be received will decline in value between the date such Market Price is determined and the Repurchase Date; (viii) the name and address of the Paying Agent and the Conversion Agent; (ix) the Conversion Rate and any adjustments thereto; (x) that the Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article XII only if the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xi) that the Securities must be surrendered to the Paying Agent to collect payment; (xii) that the Repurchase Price for any Security as to which a Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Security as described in Section 4.1(b)(xi); (xiii) the procedures the Holder must follow to exercise its put right under this Section 4.1; (xiv) the conversion rights, if any, of the Securities; (xv) the procedures for withdrawing a Repurchase Notice; (xvi) that, unless the Company defaults in making payment of such Repurchase Price, interest and Additional Amounts, if any, on Securities surrendered for repurchase by the Company will cease to accrue on and after the Repurchase Date; and (xvii) the CUSIP number(s) of the Securities. At the Company's request, the Trustee shall give the notice of repurchase right in the Company's name and at the Company's optionexpense; PROVIDED, providedHOWEVER, however that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of repurchase right must be given to the Holders in accordance with this Section 4.1(b); PROVIDED, FURTHER, that the text of the notice of repurchase right shall be prepared by the Company. (c) A Holder may exercise its right specified in Section 4.1(a) upon delivery of a written notice of repurchase (a "REPURCHASE NOTICE") to the Paying Agent at any accrued time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days preceding the relevant Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, stating: (i) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Securities have not been issued; (ii) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; (iii) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and unpaid interest conditions specified in Section 6 of the Securities and in this Indenture; and (including Contingent Interest iv) in the event the Company elects, pursuant to Section 4.2(b), to pay the Repurchase Price, in whole or in part, in Ordinary Shares but such portion of the Repurchase Price shall ultimately be paid to such Holder entirely in cash because any of the conditions to payment of the Repurchase Price in Ordinary Shares is not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the relevant Repurchase Date, as set forth in Section 4.2(b), whether such Holder elects to (A) withdraw such Repurchase Notice as to some or all of the Securities to which such Repurchase Notice relates (stating the principal amount and Additional Amounts)certificate numbers, if any, will be paid in cash. The Company's right to exercise its election to purchase the Securities pursuant to this Article Fifteen through the issuance of shares of Common Stock shall be conditioned upon (1) the Company's not having given its Company notice of an election to pay entirely in cash and its giving of timely notice of election to purchase all or a specified percentage of the Securities with shares of Common Stock as provided herein; to which such withdrawal shall relate), or (2B) the registration of the shares of Common Stock to be issued receive cash in respect of the payment entire Repurchase Price for all Securities (or portions thereof) to which such Repurchase Notice relates. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the offices of the Optional Repurchase Price under the Securities Act or the Exchange Act, in each case, if required for the initial issuance thereof; (3) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (4) Paying Agent shall be a condition to the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms Holder of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Optional Repurchase Price therefor; PROVIDED, HOWEVER, that such Repurchase Price shall be so paid pursuant to this Section 4.1 only if the Security so delivered to the Paying Agent shall conform in respect all respects to the description thereof in the related Repurchase Notice. If a Holder, in such Holder's Repurchase Notice and in any written notice of Securities have been duly authorized and, when issued and withdrawal delivered by such Holder pursuant to the terms of this Indenture Section 4.3, fails to indicate such Holder's choice with respect to the election set forth in payment of the Optional Repurchase Price Section 4.1(c)(iv), such Holder shall be deemed to have elected to receive cash in respect of the Securitiesentire Repurchase Price for all Securities subject to such Repurchase Notice in the circumstances set forth in such Section 4.1(c)(iv). The Company shall repurchase from the Holder thereof, will be validly issuedpursuant to this Section 4.1, fully paid and non-assessable anda portion of a Security, so long as the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the best repurchase of all of a Security also apply to the repurchase of such counsel's knowledge, free from preemptive rights, and, in the case portion of such Officer's CertificateSecurity. Any repurchase by the Company contemplated pursuant to the provisions of this Section 4.1 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Security. Notwithstanding anything contained herein to the contrary, stating that conditions (1)any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 4.1(c) shall have the right to withdraw such Repurchase Notice at any applicable time prior to 5:00 p.m., (2) and (3) above have been satisfied andNew York City time, on the Business Day immediately preceding the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.3. The Paying Agent shall promptly notify the case Company of such Opinion the receipt by it of Counsel, stating that conditions (2) and (3) above have been satisfiedany Repurchase Notice or written notice of withdrawal thereof.