Common use of Payment by Issuance of Common Stock Clause in Contracts

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- At the option of the Company, the Purchase Price of Securities in respect of which a Purchase Repurchase Notice pursuant to Section 3.08(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash Cash to which the Securityholders 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 Cash by (ii) the Market Price of a share of Common Stock, 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 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 purchasedrepurchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchasedrepurchased. If the Company elects to purchase repurchase the Securities by the issuance of shares of Common Stock, the a Company Notice, Notice as provided in Section 3.08(e), ) shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase repurchase the Securities pursuant to Section 3.08 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- At the option of the ----------------------------------- Company, subject to Section 4.03(c), the Purchase Price of Securities Notes in respect of which a Purchase Notice pursuant to Section 3.08(a4.03(a) or Fundamental Change Purchase Notice has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (ix) the amount of cash Cash to which the Securityholders Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price or Fundamental Change Purchase Price of such Securities Notes in cash Cash by (iiy) 0.95 times the Market Price of a share of Common Stock, subject to the next succeeding paragraph. The Company will shall not issue a fractional share of Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price. Instead the Company will shall pay cash 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 Note purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities Notes to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities Notes pursuant to Section 3.08 4.02 or Section 4.03 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- At the option of the Company, subject to Section 4.03(c), the Purchase Price of Securities Notes in respect of which a Purchase Notice pursuant to Section 3.08(a4.03(a) or Fundamental Change Purchase Notice has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (ix) the amount of cash Cash to which the Securityholders Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price or Fundamental Change Purchase Price of such Securities Notes in cash Cash by (iiy) the Market Price of a share of Common Stock, subject to the next succeeding paragraph. The Company will shall not issue a fractional share of Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price. Instead the Company will shall pay cash 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 Note purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities Notes to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities Notes pursuant to Section 3.08 4.02 or Section 4.03 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- the ------------------------------------ option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. Upon a payment by Common Stock pursuant to the terms hereof, that portion of Accrued Original Issue Discount and accrued Tax Original Issue Discount attributable to the period from the Issue Date to the Purchase Date with respect to the purchased Security shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the Common Stock in exchange for the Security being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Accrued Original Issue Discount and Tax Original Issue Discount accrued through the Purchase Date, and the balance, if any, of the fair market value of such shares of Common Stock shall be treated as issued in exchange for the Issue Price of the Security being purchased pursuant to the provisions hereof. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date----------------------------------- Date other than initial one, at ----------------------------------- the option of the Company, subject to Section 3.3(c), the Purchase Price of Securities Notes in respect of which a Purchase Notice pursuant to Section 3.08(a3.3(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (ix) the amount of cash Cash to which the Securityholders 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 Notes in cash Cash by (iiy) the Market Price of a share of Common Stock, subject to the next succeeding paragraph. The Company will shall not issue a fractional share of Common Stock in payment of the Purchase Price. Instead the Company will shall pay cash 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 Note purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities Notes to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities Notes pursuant to Section 3.08 3.3 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- the option of the CompanyIssuers, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders Holders would have been entitled had the Company Issuers elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities in cash by (ii) 0.95 times the Market Price of a share of Common Stock, 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 Issuers 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 determined, to the nearest <PAGE> 25 1/1,000th of a share, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's Issuers' right to exercise its their election to purchase the Securities pursuant to Section 3.08 through the issuance by the Company of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- At the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a3.07(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, portion of the Purchase Price of such Securities to be paid in cash Common Stock by (ii) the Market Price of a one share of Common StockStock as determined by the Company in the Company Notice, subject to the next succeeding paragraph. The Company will not issue a fractional share of Common Stock in payment of the Purchase Price. Instead Instead, the Company will pay cash for based on the current market value of the Market Price for all fractional shareshares. The current market value of a fraction of a fractional share shall be determined to the nearest 1/1,000th of a share, by multiplying the Market Price of a full share by such fraction the fractional amount and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have more than one Security purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities in whole or in part by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e3.07(e), shall be sent to the Holders (and to beneficial owners as and to the extent required by applicable law) not later less than 20 Business Days prior to such Purchase Date (the "Company Notice Date"). The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Fundamental Change Repurchase Date, at ----------------------------------- the option of the Company, the Purchase Fundamental Change Repurchase Price of Securities in respect of which a Purchase Fundamental Change Repurchase Notice pursuant to Section 3.08(a11.09(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Fundamental Change Repurchase Price of such Securities in cash by (ii) 0.975 times the Market Price of a share of Common Stock, subject to the next succeeding paragraph. The Company will not issue a fractional share of Common Stock in payment of the Purchase Fundamental Change Repurchase 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 determined, to the nearest 1/1,000th of a share, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 11.09 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase DateIf, at ----------------------------------- pursuant to Section 1117(b), the option of the Company, Company elects to pay the Purchase Price of Securities Notes in respect of which a Purchase Repurchase Notice pursuant to Section 3.08(a1117(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock, such number of shares of Common Stock shall be equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders 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 Notes in cash by (ii) the Market Price of a share of Common StockStock as of the applicable Repurchase 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 as of the applicable Repurchase Date 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 purchasedNote repurchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities Notes to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Daterepurchased. The Company's right to exercise its election to purchase repurchase the Securities Notes pursuant to Section 3.08 1117 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On Except for _________, 2004, on each Purchase Date, at ----------------------------------- the option of the Company, the Purchase Price of Securities Notes in respect of which a Purchase Notice pursuant to Section 3.08(a310(a) of this Supplemental Indenture has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders 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 Notes in cash by (ii) 0.975 times the Market Price of a share of Common Stock, subject to the next succeeding paragraph. All Notes purchased on ________, 2004, pursuant to Section 310(a) of this Supplemental Indenture, will be paid in cash. 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 determined, to the nearest 1/1,000th of a share, 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 Note purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities Notes to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities Notes pursuant to Section 3.08 310 of this Supplemental Indenture through the issuance by the Company of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a) 12.1 has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders 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) the Market Price of a share of Common Stock, 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 58 share. The current market value of a fraction of a share of Common Stock shall be determined by multiplying the Market Price by such fraction and rounding the product to the nearest whole centcent with one half cent being rounded upwards. It is understood that if a Holder elects to have more than one Security purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e)12.5, shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 this Article through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at the ----------------------------------- the option of the Company, the Purchase Price of Securities Notes in respect of which a Purchase Notice pursuant to Section 3.08(a1107(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders Noteholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities Notes in cash by (ii) the Market Price of a share of Common Stock, 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 Note purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities Notes to be purchased. Upon a payment by Common Stock pursuant to the terms hereof, that portion of accrued Original Issue Discount or cash interest attributable to the period from the Issue Date to the Purchase Date with respect to the purchased Note shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the Common Stock in exchange for the Note being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the accrued Original Issue Discount or cash interest through the Purchase Date, and the balance, if any, of the fair market value of such shares of Common Stock shall be treated as issued in exchange for the Issue Price of the Note being purchased pursuant to the provisions hereof. If the Company elects to purchase the Securities Notes by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e1107(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities Notes pursuant to this Section 3.08 1107 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Repurchase Date, at ----------------------------------- the option of the Company, the Purchase Repurchase Price of Securities 2008 Debentures in respect of which a Purchase Repurchase Notice pursuant to Section 3.08(a) 5.01 hereof has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Repurchase Price of such Securities 2008 Debentures in cash by (ii) 95% of the Market Price of a share of Common Stock, subject to the next immediately succeeding paragraph. The Company will not issue a fractional share of Common Stock in payment of the Purchase Repurchase Price. Instead the Company will pay cash for the current market value of the fractional share. The current market value of a fraction fractional shares of a share Common Stock shall be determined by multiplying the Market Price by such fraction and rounding the product to the nearest whole centcent with one half cent being rounded upwards. It is understood that if a Holder elects to have more than one Security purchased2008 Debenture repurchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities 2008 Debentures to be purchasedrepurchased. If the Company elects to purchase repurchase the Securities 2008 Debentures by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e)5.05 of this Second Supplemental Indenture, shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase repurchase the Securities 2008 Debentures pursuant to Section 3.08 this Article Five through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Repurchase Date, at ----------------------------------- the option of the Company, the Purchase Repurchase Price of Securities 2020 Debentures in respect of which a Purchase Repurchase Notice pursuant to Section 3.08(a) 12.01 has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Repurchase Price of such Securities 2020 Debentures in cash by (ii) the Market Price of a share of Common Stock, subject to the next succeeding paragraph. The Company will not issue a fractional share of Common Stock in payment of the Purchase Repurchase 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 of Common Stock shall be determined by multiplying the Market Price by such fraction and rounding the product to the nearest whole centcent with one half cent being rounded upwards. It is understood that if a Holder elects to have more than one Security purchased2020 Debenture repurchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities 2020 Debentures to be purchasedrepurchased. If the Company elects to purchase the Securities 2020 Debentures by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e)12.05, shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities 2020 Debentures pursuant to Section 3.08 this Article XII through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at the ----------------------------------- the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. Upon a payment by Common Stock pursuant to the terms hereof, the Original Principal Amount and increases in the Contingent Principal Amount and accrued Tax Original Issue Discount attributable to the period from the Issue Date to the Purchase Date with respect to the purchased Security shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the Common Stock in exchange for the Security being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for increases in the Contingent Principal Amount and Tax Original Issue Discount accrued through the Purchase Date, and the balance, if any, of the fair market value of such shares of Common Stock shall be treated as issued in exchange for the Issue Price of the Security being purchased pursuant to the provisions hereof. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- At the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a) or Change in Control Purchase Notice has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (ia) the amount of cash to which the Securityholders Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price or Change in Control Purchase Price of such Securities in cash by (iib) 0.975 multiplied by the Market Price of a share of Common Stock, subject to the next succeeding paragraph. The Company will shall not issue a fractional share of Common Stock in payment of the Purchase Price or Change in Control Purchase Price. Instead the Company will shall 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 or Section 3.09 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Fundamental Change Repurchase Date, at ----------------------------------- the option of the CompanyIssuers, the Purchase Fundamental Change Repurchase Price of Securities in respect of which a Purchase Fundamental Change Repurchase Notice pursuant to Section 3.08(a3.09(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders Holders would have been entitled had the Company Issuers elected to pay all or such specified percentage, as the case may be, of the Purchase Fundamental Change Repurchase Price of such Securities in cash by (ii) 0.95 times the Market Price of a share of Common Stock, subject to the next succeeding paragraph. The Company will not issue a fractional share of Common Stock in payment of the Purchase Fundamental Change Repurchase Price. Instead the Company Issuers 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 determined, to the nearest 1/1,000th of a share, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's Issuers' right to exercise its election to purchase the Securities pursuant to Section 3.08 3.09 through the issuance by the Company of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a3.8(a) hereof has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If Upon a payment by Common Stock pursuant to the Company elects terms hereof, that portion of accrued Original Issue Discount, cash interest or Contingent Cash Interest, if any, attributable to purchase the Securities by period from the issuance Issue Date to the Purchase Date with respect to the purchased Security shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the Common Stock in exchange for the Security being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock, the Company Notice, as provided in Section 3.08(e), ) shall be sent treated as issued, to the Holders (and to beneficial owners as required by applicable law) not later than extent thereof, first in exchange for the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 accrued Original Issue Discount, cash interest or Contingent Cash Interest, if any, through the issuance Purchase Date, and the balance, if any, of the fair market value of such shares of Common Stock shall be conditioned upon:treated as issued in exchange for the

Payment by Issuance of Common Stock. On each Purchase Repurchase Date, at ----------------------------------- the option of the Company, the Purchase Repurchase Price of Securities 2015 Debentures in respect of which a Purchase Repurchase Notice pursuant to Section 3.08(a) 1501 has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Repurchase Price of such Securities 2015 Debentures in cash by (ii) either (A) the Market Price of a share of Common StockStock in the event of an Optional Repurchase or (B) 95% of the Market Price of a share of Common Stock in the event of a Change of Control Purchase, subject to the next succeeding paragraph. The Company will not issue a fractional share of Common Stock in payment of the Purchase Repurchase 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 of Common Stock shall be determined by multiplying the Market Price by such fraction and rounding the product to the nearest whole centcent with one half cent being rounded upwards. It is understood that if a Holder elects to have more than one Security purchased2015 Debenture repurchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities 2015 Debentures to be purchasedrepurchased. If the Company elects to purchase the Securities 2015 Debentures by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e)1505, shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities 2015 Debentures pursuant to Section 3.08 this Article Fifteen through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If Upon a payment by Common Stock pursuant to the Company elects terms hereof, that portion of Accrued Original Issue Discount and accrued Tax Original Issue Discount attributable to purchase the Securities by period from the issuance Issue Date to the Purchase Date with respect to the purchased Security shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the Common Stock in exchange for the Security being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock, the Company Notice, as provided in Section 3.08(e), ) shall be sent treated as issued, to the Holders (extent thereof, first in exchange for the Accrued Original Issue Discount and Tax Original Issue Discount accrued through the Purchase Date, and the balance, if any, of the fair market value of such shares of Common Stock shall be treated as issued in exchange for the Issue Price of the Security being purchased pursuant to beneficial owners as required by applicable law) not later than the Company Notice Dateprovisions hereof. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each the Fundamental Change Purchase Date, at ----------------------------------- the option of the Company, subject to Section 3.03(d), the Fundamental Change Purchase Price of Securities Notes in respect of which a Fundamental Change Purchase Notice pursuant to Section 3.08(a3.03(c) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (ix) the amount of cash Cash to which the Securityholders Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Fundamental Change Purchase Price of such Securities Notes in cash Cash by (iiy) the Market Price of a share of Common StockStock calculated as of the Fundamental Change Purchase Date, subject to the next succeeding paragraph. The Company will shall not issue a fractional share of Common Stock in payment of the Fundamental Change Purchase Price. Instead the Company will shall pay cash 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 Note purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities Notes to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities Notes pursuant to Section 3.08 3.03 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Fundamental Change Repurchase Date, at ----------------------------------- the option of the CompanyIssuer, the Purchase Fundamental Change Repurchase Price of Securities in respect of which a Purchase Fundamental Change Repurchase Notice pursuant to Section 3.08(a3.09(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company Issuer elected to pay all or such specified percentage, as the case may be, of the Purchase Fundamental Change Repurchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock, subject to the next succeeding paragraph. The Company will may not issue a fractional share of Common Stock in payment of the Purchase Fundamental Change Repurchase Price. Instead the Company will Issuer shall pay cash for the current market value of the fractional share. The current market value of a fraction of a share shall be determined determined, to the nearest 1/1,000th of a share, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The CompanyIssuer's right to exercise its election to purchase the Securities pursuant to Section 3.08 3.09 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Date, at ----------------------------------- the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a) hereof has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock, 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. Upon a payment by Common Stock pursuant to the terms hereof, that portion of accrued Original Issue Discount, cash interest or Contingent Cash Interest, if any, attributable to the period from the Issue Date to the Purchase Date with respect to the purchased Security shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the Common Stock in exchange for the Security being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the accrued Original Issue Discount, cash interest or Contingent Cash Interest, if any, through the Purchase Date, and the balance, if any, of the fair market value of such shares of Common Stock shall be treated as issued in exchange for the Issue Price of the Security being purchased pursuant to the provisions hereof. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e)) hereof, shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to this Section 3.08 through the issuance of shares of Common Stock shall be conditioned upon:

Payment by Issuance of Common Stock. On each Purchase Repurchase Date, at ----------------------------------- the option of the Company, the Purchase Repurchase Price of Securities in respect of which a Purchase Repurchase Notice pursuant to Section 3.08(a) 13.1 has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of cash to which the Securityholders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Repurchase Price of such Securities in cash by (ii) the Market Price of a share of Common Stock, subject to the next succeeding paragraph. The Company will not issue a fractional share of Common Stock in payment of the Purchase Repurchase 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 purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 3.08(e)13.5, shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date. The Company's right to exercise its election to purchase the Securities pursuant to Section 3.08 Article 13 through the issuance of shares of Common Stock shall be conditioned upon: