Common use of Repurchase at the Option of the Holder Clause in Contracts

Repurchase at the Option of the Holder. (a) A Holder shall have the right to require the Company to repurchase all or a portion of such Holder's Securities in accordance with the provisions of this Section 3.9. If a Holder exercises its right to require the Company to repurchase Securities under this Section 3.9, such Securities shall be purchased by the Company on May 1, 2009, May 1, 2012 or May 1, 2017 (each, a "Purchase Date"), as designated by such Holder in exercising its rights hereunder, at a purchase price (the "Purchase Price") equal to the principal amount thereof, plus any accrued interest up to and including the Purchase Date. Whenever in this Indenture there is a reference to the principal of any Security as of any time, such reference shall be deemed to include reference to the Purchase Price payable in respect of such Security to the extent that such Purchase Price is, was or would be so payable at such time, and express mention of the Purchase Price in any provision of this Indenture shall not be construed as excluding the Purchase Price in those provisions of this Indenture when such express mention is not made. Any rights of Holders, contractual or otherwise, arising under or pursuant to any requirement of the Company to repurchase Securities under this Section 3.9 shall be subordinated in right of payment to all Senior Indebtedness to the same extent as the Securities are subordinated to Senior Indebtedness under the provisions of Article 5 and such requirement for repurchase shall also be subject to the requirement that, if at the time the Securities are required to be repurchased pursuant to such offer, payment of the Securities is not permitted pursuant to the provisions of Article 5, the Company shall use its best efforts to obtain all necessary waivers from, or to repay in full, the holders of Senior Indebtedness in order to permit such repurchase. Notwithstanding the foregoing, any failure by the Company to comply with this Section 3.9 to repurchase the Securities shall be a default in the performance by the Company hereunder.

Repurchase at the Option of the Holder. (a) A If there shall have occurred a Fundamental Change, each Holder shall have the right right, at such Holder’s option, to require the Company to repurchase purchase for Cash all or a any portion of such Holder's Securities ’s Notes in accordance integral multiples of $1,000 principal amount on a date selected by the Company (the “Fundamental Change Purchase Date”), which Fundamental Change Purchase Date shall be no later than 35 Trading Days after the occurrence of such Fundamental Change, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days’ notice, in which event the provisions Fundamental Change Purchase Date shall be the day that provides the shortest period necessary to provide 20 Trading Days’ notice as required by subsection (b) of this Section 3.9. If a Holder exercises its right to require the Company to repurchase Securities under this Section 3.9, such Securities shall be purchased by the Company on May 1, 2009, May 1, 2012 or May 1, 2017 (each, a "Purchase Date"), as designated by such Holder in exercising its rights hereunder3.01, at a purchase price (the "Purchase Price") equal to 100% of the principal amount thereofof the Notes to be purchased, plus any accrued and unpaid interest up to, but excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.01(c); provided that if the Fundamental Change Purchase Date is after a Regular Record Date and including on or prior to the Purchase Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. Whenever in this Indenture there is a reference to the principal of any Security as of any time, such reference A “Fundamental Change” shall be deemed to include reference to the Purchase Price payable in respect of such Security to the extent that such Purchase Price is, was or would be so payable have occurred at such time, and express mention time as any of the Purchase Price following events shall occur: (i) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company’s Capital Stock entitling that Person to exercise 50% or more of the total voting power of all shares of the Company’s Capital Stock entitled to vote generally in elections of directors, other than any provision acquisition by the Company, any of this Indenture shall not be construed as excluding its subsidiaries or any of its employee benefit plans; or (ii) the Purchase Price in those provisions Company merges or consolidates with or into any other Person, any merger of this Indenture when such express mention is not made. Any rights another Person into the Company, or any sale, transfer or lease of Holders, contractual all or otherwise, arising under or pursuant to any requirement substantially all of the assets of the Company to repurchase Securities under this Section 3.9 shall be subordinated in right another Person (other than to one or more wholly-owned subsidiaries of payment to all Senior Indebtedness to the same extent as the Securities are subordinated to Senior Indebtedness under the provisions of Article 5 and Company), other than any such requirement for repurchase shall also be subject to the requirement that, if at the time the Securities are required to be repurchased transaction (A) pursuant to such offer, payment of the Securities is not permitted pursuant to the provisions of Article 5, the Company shall use its best efforts to obtain all necessary waivers from, or to repay in full, which the holders of Senior Indebtedness 50% or more of the total voting power of all shares of the Company’s capital stock entitled to vote generally in order the election of directors immediately prior to permit such repurchase. Notwithstanding transaction have or have the foregoingentitlement to receive, directly or indirectly, at least 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction or (B) any failure transaction which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely shares of common stock; or (iii) if, during any consecutive two-year period, individuals who at the beginning of that two-year period constituted the Company’s Board of Directors, together with any new directors whose election to the Company’s Board of Directors, or whose nomination for election by the Company Company’s stockholders, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to comply with this Section 3.9 to repurchase constitute a majority of the Securities shall be Company’s Board of Directors then in office; or (iv) if the Company, its Board of Directors or its stockholders pass a default in resolution approving a plan of liquidation, dissolution or winding up of the performance by Company; or (v) upon the Company hereunder.occurrence of a Termination of Trading. For purposes of defining a Fundamental Change:

Repurchase at the Option of the Holder. (a) A If there shall have occurred a Fundamental Change, each Holder shall have the right right, at such Holder’s option, to require the Company to repurchase purchase for Cash all or a any portion of such Holder's Securities ’s Notes in accordance integral multiples of $1,000 principal amount on a date selected by the Company (the “Fundamental Change Purchase Date”), which Fundamental Change Purchase Date shall be no later than 35 Trading Days after the occurrence of such Fundamental Change, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days’ notice, in which event the provisions Fundamental Change Purchase Date shall be the day that provides the shortest period necessary to provide 20 Trading Days’ notice as required by subsection (b) of this Section 3.9. If a Holder exercises its right to require the Company to repurchase Securities under this Section 3.9, such Securities shall be purchased by the Company on May 1, 2009, May 1, 2012 or May 1, 2017 (each, a "Purchase Date"), as designated by such Holder in exercising its rights hereunder3.01, at a purchase price (the "Purchase Price") equal to 100% of the principal amount thereofof the Notes to be purchased, plus any accrued and unpaid interest up to, but excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.01(c); provided that if the Fundamental Change Purchase Date is after a Regular Record Date and including on or prior to the Purchase Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. Whenever in this Indenture there is a reference to the principal of any Security as of any time, such reference A “Fundamental Change” shall be deemed to include reference to the Purchase Price payable in respect of such Security to the extent that such Purchase Price is, was or would be so payable have occurred at such time, and express mention time as any of the Purchase Price following events shall occur: (i) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company’s Capital Stock entitling that Person to exercise 50% or more of the total voting power of all Table of Contents shares of the Company’s Capital Stock entitled to vote generally in elections of directors, other than any provision acquisition by the Company, any of this Indenture shall not be construed as excluding its subsidiaries or any of its employee benefit plans; or (ii) the Purchase Price in those provisions Company merges or consolidates with or into any other Person, any merger of this Indenture when such express mention is not made. Any rights another Person into the Company, or any sale, transfer or lease of Holders, contractual all or otherwise, arising under or pursuant to any requirement substantially all of the assets of the Company to repurchase Securities under this Section 3.9 shall be subordinated in right another Person (other than to one or more wholly-owned subsidiaries of payment to all Senior Indebtedness to the same extent as the Securities are subordinated to Senior Indebtedness under the provisions of Article 5 and Company), other than any such requirement for repurchase shall also be subject to the requirement that, if at the time the Securities are required to be repurchased transaction (A) pursuant to such offer, payment of the Securities is not permitted pursuant to the provisions of Article 5, the Company shall use its best efforts to obtain all necessary waivers from, or to repay in full, which the holders of Senior Indebtedness 50% or more of the total voting power of all shares of the Company’s capital stock entitled to vote generally in order the election of directors immediately prior to permit such repurchase. Notwithstanding transaction have or have the foregoingentitlement to receive, directly or indirectly, at least 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction or (B) any failure transaction which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely shares of common stock; or (iii) if, during any consecutive two-year period, individuals who at the beginning of that two-year period constituted the Company’s Board of Directors, together with any new directors whose election to the Company’s Board of Directors, or whose nomination for election by the Company Company’s stockholders, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to comply with this Section 3.9 to repurchase constitute a majority of the Securities shall be Company’s Board of Directors then in office; or (iv) if the Company, its Board of Directors or its stockholders pass a default in resolution approving a plan of liquidation, dissolution or winding up of the performance by Company; or (v) upon the Company hereunder.occurrence of a Termination of Trading. For purposes of defining a Fundamental Change:

Repurchase at the Option of the Holder. (a) A Holder shall have the right to require If there is a Fundamental Change, the Company will be required to make an offer (a “Fundamental Change Offer”) to each Holder to repurchase all or a portion of such Holder's Securities in accordance with the provisions of this Section 3.9. If a Holder exercises its right to require the Company to repurchase Securities under this Section 3.9, ’s Notes (or such Securities shall be purchased by the Company on May 1, 2009, May 1, 2012 or May 1, 2017 (each, a "Purchase Date"), as designated portion thereof specified by such Holder in exercising its rights hereunder, minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof) at a purchase price in cash equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, plus the Interest Make-Whole Premium on the Notes repurchased (the "Purchase Price"“Fundamental Change Payment”). Within 10 days following any Fundamental Change, the Company will mail a notice to each Holder setting forth the procedures governing the Fundamental Change Offer as required by the Indenture. If the Company or a Restricted Subsidiary of the Company consummates an Asset Sale, the Company in circumstances specified in the Indenture may be required to commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.06 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, in accordance with the procedures set forth in the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any accrued interest up related purchase date and may elect to and including have such Notes purchased by completing the Purchase Date. Whenever in this Indenture there is a reference form entitled “Option of Holder to Elect Purchase” attached to the principal of any Security as of any time, such reference shall be deemed to include reference to the Purchase Price payable in respect of such Security to the extent that such Purchase Price is, was or would be so payable at such time, and express mention of the Purchase Price in any provision of this Indenture shall not be construed as excluding the Purchase Price in those provisions of this Indenture when such express mention is not made. Any rights of Holders, contractual or otherwise, arising under or pursuant to any requirement of the Company to repurchase Securities under this Section 3.9 shall be subordinated in right of payment to all Senior Indebtedness to the same extent as the Securities are subordinated to Senior Indebtedness under the provisions of Article 5 and such requirement for repurchase shall also be subject to the requirement that, if at the time the Securities are required to be repurchased pursuant to such offer, payment of the Securities is not permitted pursuant to the provisions of Article 5, the Company shall use its best efforts to obtain all necessary waivers from, or to repay in full, the holders of Senior Indebtedness in order to permit such repurchase. Notwithstanding the foregoing, any failure by the Company to comply with this Section 3.9 to repurchase the Securities shall be a default in the performance by the Company hereunderNotes.