Common use of PURCHASE BY THE COMPANY AT THE OPTION Clause in Contracts

PURCHASE BY THE COMPANY AT THE OPTION. OF THE HOLDER Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Debentures held by such Holder on the following Purchase Dates and at the following Purchase Prices per $1,000 Principal Amount at Maturity, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to the Purchase Date until the close of business on the Purchase Date and upon delivery of the Debentures to the Paying Agent by the Holder as set forth in the Indenture. Such Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. PURCHASE DATE PURCHASE PRICE April 24, 2003 $494.52 April 24, 2008 625.35 April 24, 2013 790.79 If prior to a Purchase Date this Debenture has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Purchase Date. Subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to April 24, 2003, the Company shall, at the option of the Holder, purchase all Debentures for which a Change in Control Purchase Notice shall have been delivered as provided in the Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change in Control, for a Change in Control Purchase Price equal to the Issue Price plus accrued Original Issue Discount through and including the Change in Control Purchase Date, which Change in Control Purchase Price shall be paid in cash. If prior to a Change in Control Purchase Date this Debenture has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Change in Control Purchase Date. Holders have the right to withdraw any Purchase Notice or Change in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be. If cash sufficient to pay the Purchase Price or Change in Control Purchase Price of all Debentures or portions thereof to be purchased as of the Purchase Date or the Change in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Change in Control Purchase Date, as the case may be, Original Issue Discount (or interest upon conversion to semiannual coupon notes following the occurrence of a Tax Event) ceases to accrue on such Debentures (or portions thereof) on and after such date, and the Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change in Control Purchase Price, as the case may be, upon surrender of such Debenture).

PURCHASE BY THE COMPANY AT THE OPTION. OF THE HOLDER; PURCHASE AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchasepurchase for cash, at the option of the Holder, all or any portion of the Debentures Notes held by such Holder Holder, in any integral multiple of $1,000, on August 5, 2008, August 5, 2013 and August 5, 2018 (each, a "Purchase Date") at a purchase price per Note equal to 100% of the aggregate principal amount of the Note on the following date of purchase (the "Purchase Dates Price"), together with accrued but unpaid interest (including Contingent Interest and at Additional Amounts, if any), thereon, up to but not including the following Purchase Prices per $1,000 Principal Amount at Maturity, Date upon delivery of a Purchase Notice containing the information set forth in the Indenture, together with the Notes subject thereto, at any time from the opening of business on the date that is 20 30 Business Days prior to the such Purchase Date until the close of business on the Business Day prior to such Purchase Date Date, and upon delivery of the Debentures Notes to the Paying Agent by the Holder as set forth in the Indenture. Such Purchase Price may be paid, at At the option of the Company, in cash or by the issuance Holder and delivery of shares of Common Stock of the Company, or in any combination thereof. PURCHASE DATE PURCHASE PRICE April 24, 2003 $494.52 April 24, 2008 625.35 April 24, 2013 790.79 If prior to a Purchase Date this Debenture has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Purchase Date. Subject subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to April 24, 2003, the Company shall, at shall become obligated to purchase the option of the Holder, purchase all Debentures for which a Change in Control Purchase Notice shall have been delivered as provided in the Indenture and not withdrawn, on the date that is 35 Business Days Notes held by such Holder after the occurrence of such a Change in Control, of Control of the Company for a Change in of Control Purchase Price equal to 100% of the Issue Price principal amount thereof plus accrued Original Issue Discount through but unpaid interest (including Contingent Interest and Additional Amounts, if any), thereon, up to but not including the Change in of Control Purchase Date, Date which Change in of Control Purchase Price shall be paid in cash. If prior to a (provided that, if the Change in of Control Purchase Date this Debenture has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal is on or after an interest record date but on or prior to the Restated Principal Amount plus related interest payment date, accrued and but unpaid interest from, and including, will be payable to the date Holders in whose names the Notes are registered at the close of conversion to, but excluding, business on the Change in Control Purchase Daterelevant record date). Holders have the right to withdraw any Purchase Notice or Change in of Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture Indenture. Notwithstanding anything set forth above, the Company may pay the Change of Control Purchase Price in Common Stock. In such event, the number of shares of Common Stock a Holder will receive will equal the Change of Control Purchase Price divided by 95% of the average of the Closing Price of the Common Stock for the five Trading Days immediately preceding and including the third Trading Day prior to the close Change of business on the Purchase Date or Change in Control Purchase Date. All shares issued pursuant to the previous sentence must be issued out of the Company's authorized but unissued Common Stock or treasury stock and will, as the case may beupon issue, be duly and validly issued and fully paid and non-assessable. If cash (or, in the case of a Change of Control, cash or shares of Common Stock) sufficient to pay the Purchase Price or Change in of Control Purchase Price of Price, as the case may be, and accrued but unpaid interest (including Contingent Interest and Additional Amounts, if any), on all Debentures Notes or portions thereof to be purchased as of the Purchase Date or the Change in of Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following prior to the Purchase Date or the Change in of Control Purchase Date, as the case may beinterest (including Contingent Interest and Additional Amounts, Original Issue Discount (or interest upon conversion to semiannual coupon notes following the occurrence of a Tax Event) ceases if any), shall cease to accrue on such Debentures Notes (or portions thereof) on and after as of such datePurchase Date or Change of Control Purchase Date, and the Holders Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change in of Control Purchase Price, as the case may be, and interest (including Contingent Interest and Additional Amounts, if any), upon surrender of such Debenture)Note.

PURCHASE BY THE COMPANY AT THE OPTION. OF THE HOLDER --------------------------------------------------- Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Debentures Securities held by such Holder on __________, 19__, the following Purchase Dates and Date, at $_______, the following Purchase Prices Price, per $1,000 Principal Amount at MaturityStated Maturity of such Securities, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to the Purchase Date until the close of business on the Purchase Date and upon delivery of the Debentures Securities to the Paying Agent by the Holder as set forth in the Indenture. Such Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. PURCHASE DATE PURCHASE PRICE April 24, 2003 $494.52 April 24, 2008 625.35 April 24, 2013 790.79 If prior to a Purchase Date this Debenture Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Purchase Date. Subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to April 24, 2003., the Company shall, at the option of the HolderHolders, purchase all Debentures Securities for which a Change in Control Purchase Notice shall have been delivered as provided in the Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change in Control, for a Change in Control Purchase Price equal to the Issue Price plus accrued Original Issue Discount through and including to, but excluding, the Change in Control Purchase Date, which Change in Control Purchase Price shall be paid in cash. If prior to a Change in Control Purchase Date this Debenture Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Change in Control Purchase Date. Holders have the right to withdraw any Purchase Notice or Change in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be. If cash sufficient to pay the Purchase Price or Change in Control Purchase Price of all Debentures Securities or portions thereof to be purchased as of the Purchase Date or the Change in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Business Day following the Change in Control Purchase Date, as the case may be, Original Issue Discount (or interest upon conversion to semiannual coupon notes following the occurrence of a Tax Event) ceases to accrue on such Debentures Securities (or portions thereof) on and after such date, and the Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change in Control Purchase Price, as the case may be, upon surrender of such DebentureSecurity).

PURCHASE BY THE COMPANY AT THE OPTION. OF THE HOLDER HOLDER; CHANGE IN CONTROL Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Debentures Securities held by such Holder on the following Purchase Dates and at the following Purchase Prices per $1,000 Principal Amount at MaturityStated Maturity of such Securities, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to the such Purchase Date until the close of business on the such Purchase Date and upon delivery of the Debentures Securities to the Paying Agent by the Holder as set forth in the Indenture. Such Purchase Price (equal to Issue Price plus accrued Original Issue Discount through such Purchase Date) may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. PURCHASE DATE PURCHASE PRICE April 24March 11, 2003 $494.52 April 24552.07 March 11, 2008 625.35 April 24$672.97 March 11, 2013 790.79 $820.35 If prior to a Purchase Date this Debenture Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, from the date of conversion to, but excluding, through the Purchase Date. Subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to April 24March 11, 2003, the Company shall, at the option of the HolderHolders, purchase all Debentures Securities for which a Change in Control Purchase Notice shall have been delivered as provided in the Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change in Control, for a Change in Control Purchase Price equal to the Issue Price plus accrued Original Issue Discount through and including the Change in Control Purchase Date, which Change in Control Purchase Price shall be paid in cash. If prior to a Change in Control Purchase Date this Debenture Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, from the date of conversion to, but excluding, through the Change in Control Purchase Date. Holders have the right to withdraw any Purchase Notice or Change in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may beIndenture. If cash sufficient to pay the Purchase Price or Change in Control Purchase Price of all Debentures Securities or portions thereof to be purchased as of the Purchase Date or the Change in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Change in Control Purchase Date, as the case may be, Original Issue Discount (or interest upon conversion to semiannual coupon notes following the occurrence of a Tax Event) ceases to accrue on such Debentures Securities (or portions thereof) on and immediately after such datePurchase Date or Change in Control Purchase Date, as the case may be, and the Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change in Control Purchase Price, as the case may be, upon surrender of such DebentureSecurity).

PURCHASE BY THE COMPANY AT THE OPTION. OF THE HOLDER HOLDER; CHANGE IN CONTROL ---------------------------------------------------------------------- Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Debentures Securities held by such Holder on the following Purchase Dates and at the following Purchase Prices per $1,000 Principal Amount at MaturityStated Maturity of such Securities, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to the such Purchase Date until the close of business on the such Purchase Date and upon delivery of the Debentures Securities to the Paying Agent by the Holder as set forth in the Indenture. Such Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Series A Common Stock of the Company, or in any combination thereof. PURCHASE DATE PURCHASE PRICE -------------- -------------- April 2415, 2003 2002 $494.52 April 2415, 2008 2007 $625.35 April 2415, 2013 2012 $790.79 If prior to a Purchase Date this Debenture Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, from the date of conversion to, but excluding, the Purchase Date. Subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to April 2415, 20032002, the Company shall, at the option of the HolderHolders, purchase all Debentures Securities for which a Change in Control Purchase Notice shall have been delivered as provided in the Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change in Control, for a Change in Control Purchase Price equal to the Issue Price plus accrued Original Issue Discount through and including to the Change in Control Purchase Date, which Change in Control Purchase Price shall be paid in cash. If prior to a Change in Control Purchase Date this Debenture Security has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, from the date of conversion to, but excluding, the Change in Control Purchase Date. Holders have the right to withdraw any Purchase Notice or Change in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may beIndenture. If cash sufficient to pay the Purchase Price or Change in Control Purchase Price of all Debentures Securities or portions thereof to be purchased as of the Purchase Date or the Change in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Change in Control Purchase Date, as the case may be, Original Issue Discount (or interest upon conversion to semiannual coupon notes following the occurrence of a Tax Event) ceases to accrue on such Debentures Securities (or portions thereof) on and after such date, and the Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change in Control Purchase Price, as the case may be, upon surrender of such DebentureSecurity).

PURCHASE BY THE COMPANY AT THE OPTION. OF THE HOLDER Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Debentures Securities held by such Holder on the following Purchase Dates and at the following Purchase Prices per $1,000 Principal Amount at MaturityStated Maturity of such Securities, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from -------------------------- TM Trademark of Xxxxxxx Xxxxx & Co., Inc. the opening of business on the date that is 20 Business Days prior to the such Purchase Date until the close of business on the such Purchase Date and upon delivery of the Debentures Securities to the Paying Agent by the Holder as set forth in the Indenture. Such Purchase Price (equal to the Issue Price plus accrued Original Issue Discount through such Purchase Date) may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. PURCHASE DATE PURCHASE PRICE April 24--------------------- -------------- January [ ], 2003 $494.52 April 2420[ ] $ January [ ], 2008 625.35 April 24, 2013 790.79 If prior to a Purchase Date this Debenture has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Purchase Date. 20[ ] $ Subject to the terms and conditions of the Indenture, if any Change in Control occurs on or prior to April 24January [ ], 200320[ ], the Company shall, at the option of the Holder, purchase all Debentures Securities for which a Change in Control Purchase Notice shall have been delivered as provided in the Indenture and not withdrawn, on the date that is 35 Business Days after the occurrence of such Change in Control, for a Change in Control Purchase Price equal to the Issue Price plus accrued Original Issue Discount through and including the Change in Control Purchase Date, which Change in Control Purchase Price shall be paid in cash. If prior to a Change in Control Purchase Date this Debenture has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Change in Control Purchase Date. Holders have the right to withdraw any Purchase Notice or Change in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may be. If cash sufficient to pay the Purchase Price or Change in Control Purchase Price of all Debentures Securities or portions thereof to be purchased as of the Purchase Date or the Change in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Change in Control Purchase Date, as the case may be, Original Issue Discount (or interest upon conversion to semiannual coupon notes following the occurrence of a Tax Event) ceases to accrue on such Debentures Securities (or portions thereof) on and after such date, and the Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change in Control Purchase Price, as the case may be, upon surrender of such DebentureSecurity).

PURCHASE BY THE COMPANY AT THE OPTION. OF THE HOLDER Subject to the terms and conditions satisfaction of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Debentures held by such Holder on the following Purchase Dates and at the following Purchase Prices per $1,000 Principal Amount at Maturity, upon delivery of a Purchase Notice containing the information requirements set forth in the Indenture, Holders will have the right to require the Company to repurchase the Notes on November 1, 2011, November 1, 2014 and November 1, 2019 (each, a "Repurchase Date") for a Repurchase Price in cash equal to 100% of the Accreted Principal Amount of the Notes to be repurchased, plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date. The Company will give notice at least 20 Business Days prior to each Repurchase Date to all Holders at their addresses shown in the Security Register and to beneficial owners of Notes as required by applicable law stating, among other things, the procedures described in the Indenture that Holders must follow to require the Company to repurchase their Notes. The Company will be required to repurchase any outstanding Notes for which a Holder delivers a written repurchase notice that has not been properly withdrawn to the Paying Agent as described in the Indenture. This notice must be delivered during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the Purchase relevant Repurchase Date until the close of business on the Purchase Date and upon delivery of the Debentures last Business Day prior to the Paying Agent by the Holder as set forth in the Indenture. Such Purchase Price may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof. PURCHASE DATE PURCHASE PRICE April 24, 2003 $494.52 April 24, 2008 625.35 April 24, 2013 790.79 If prior to a Purchase Date this Debenture has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Purchase Repurchase Date. Subject to the terms and conditions of the IndentureIndenture (including the rights of the Company upon delivery of a Public Acquisition Notice as described in Section 3.06 of the Supplemental Indenture and Section 7 hereof), if a Fundamental Change occurs at any time prior to the Maturity Date, each Holder will, upon receipt of the notice of the occurrence of a Fundamental Change, have the right to require the Company to repurchase any or all of such Holder's Notes for cash in an amount equal to 100% of the Accreted Principal Amount of the Notes to be purchased plus accrued and unpaid Interest, if any, to (but not including) the Fundamental Change in Control occurs Repurchase Date, unless such Fundamental Change Repurchase Date falls after an Interest Payment Record Date and on or prior to April 24the corresponding Interest Payment Date, 2003in which case the Fundamental Change Repurchase Price will include the full amount of accrued and unpaid Interest payable on such Interest Payment Date to the Holder of record at the close of business on the corresponding Interest Payment Record Date. Subject to Sections 3.02(b) and 3.06 of the Supplemental Indenture, on or before the 30th day after the effective date of a Fundamental Change, the Company shall, at the option will provide to all Holders of the Holder, purchase all Debentures for which Notes and the Trustee and Paying Agent a Change in Control Purchase Notice shall have been delivered as provided in the Indenture and not withdrawn, on the date that is 35 Business Days after notice of the occurrence of such the Fundamental Change in Controland of the resulting repurchase right. To exercise the repurchase right, for a Holder must deliver the Fundamental Change in Control Purchase Price equal repurchase notice duly completed to the Issue Price plus accrued Original Issue Discount through and including Paying Agent as described in the Change in Control Purchase Date, which Change in Control Purchase Price shall be paid in cash. If prior to a Change in Control Purchase Date this Debenture has been converted to a semiannual coupon note following the occurrence of a Tax Event, the Change in Control Purchase Price shall be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Change in Control Purchase DateIndenture. Holders have the right to withdraw any Purchase Notice repurchase notice or Fundamental Change in Control Purchase Noticerepurchase notice, as the case may be, in whole or in part, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture prior to the close of business on the Purchase Date or Change in Control Purchase Date, as the case may beIndenture. If cash sufficient to pay the Purchase Repurchase Price or Fundamental Change in Control Purchase Price Repurchase Price, as the case may be, of all Debentures Notes or portions thereof to be purchased as of the Purchase Repurchase Date or the Fundamental Change in Control Purchase Repurchase Date, as the case may be, is has been deposited with the Paying Agent on or prior to the Business Day following the Purchase Repurchase Date or the Fundamental Change in Control Purchase Repurchase Date, as the case may be, Original Issue Discount (or interest upon conversion to semiannual coupon notes following the occurrence of a Tax Event) ceases all Interest shall cease to accrue on such Debentures Notes (or portions thereof) on and immediately after such dateRepurchase Date or Fundamental Change Repurchase Date, as the case may be, and the Holders Holder thereof shall have no other rights as such (other than the right to receive the Purchase Repurchase Price or Fundamental Change in Control Purchase Repurchase Price, as the case may be, upon surrender of such Debenture)Notes.