Common use of REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER Clause in Contracts

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, the Holder, at the Holder's option, shall have the right, in accordance with the provisions of the Indenture, to require the Company to repurchase the Notes at the Change in Control Repurchase Price in cash, plus any interest accrued and unpaid to, but excluding, the Change in Control Repurchase Date. A Change in Control Repurchase Notice will be given by the Company to the Holders as provided in the Indenture. To exercise a repurchase right, a Holder must deliver to the Trustee a written notice as provided in the Indenture. Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) 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 to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) to be purchased on a pro rata basis. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the Notes.

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, Subject to the Holder, at the Holder's option, shall have the right, in accordance with the provisions terms and conditions of the Indenture, to require the Company shall become obligated to repurchase the Notes repurchase, at the Change in Control option of the Holder, the Securities held by such Holder on May 31, 2010, May 31, 2016 and May 31, 2021 (each, an “Option Repurchase Price Date”) at an Option Repurchase Price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities to be repurchased, plus any interest accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Change in Control applicable Option Repurchase Date. A Change in Control , upon delivery of a Repurchase Notice will be given by containing the Company to the Holders as provided information set forth in the Indenture. To exercise a repurchase right, a Holder must deliver at any time from 9:00 a.m., New York City time, on the date that is twenty (20) Business Days prior to the Trustee a written notice applicable Option Repurchase Date until 5:00 p.m., New York City time, on the third (3rd) Business Day immediately preceding the applicable Option Xxxxxxxxxx Date and upon delivery of the Securities to the Paying Agent by the Holder as provided set forth in the Indenture. Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. (b) . If the Company or a Restricted Subsidiary of Paying Agent (other than the Company consummates any Asset Sales, within ten days of each date Company) holds on which an Option Repurchase Date money sufficient to pay the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) Option Repurchase Price with respect to offers all Securities to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitationbe repurchased upon Repurchase at Holder’s Option, the Convertible Notes) 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 and Additional Interest, if any, payable as provided in the Indenture upon Repurchase at Holder’s Option, then (unless there shall be a Default in the payment of such aggregate Option Repurchase Price or of such accrued and unpaid interest or Additional Interest) on and after such date such Securities shall be deemed to be no longer outstanding, interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the date Paying Agent. Thereafter, all rights of purchasethe Holders of such Securities shall terminate with respect to such Securities, other than the right to receive the Option Repurchase Price, plus such accrued and unpaid interest and Additional Interest, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) to be purchased on a pro rata basis. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the Notes.

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, Subject to the Holder, at the Holder's option, shall have the right, in accordance with the provisions terms and conditions of the Indenture, to require the Company shall become obligated to repurchase the Notes purchase, at the Change option of the Holder, all or any portion of the Securities held by such Holder on June 15, 2011, June 15, 2014 and June 15, 2024 in Control integral multiples of $1,000 at a Repurchase Price in cash, equal to the principal amount of those Securities plus any interest accrued and unpaid toInterest and Liquidated Damages, if any, on those Securities up to (but excluding, ) the Change in Control Repurchase Date. A Change in Control To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Notice will be given by containing the Company information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Repurchase Date until the close of business on such Repurchase Date, and shall deliver the Securities to the Holders Paying Agent as provided set forth in the Indenture. To exercise a repurchase right, a At the option of the Holder must deliver and subject to the Trustee a written notice as provided in terms and conditions of the Indenture, the Company shall become obligated to purchase the Securities held by such Holder after the occurrence of a Designated Event for a Designated Event Repurchase Price equal to 100% of the principal amount of those Securities, plus accrued and unpaid Interest, and accrued and unpaid Liquidated Damages, if any, on those Securities up to (but excluding) the Designated Event Repurchase Date. Holders have the right to withdraw any Change in Control Repurchase Notice or Designated Event Repurchase 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. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) 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 to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If cash sufficient to pay the aggregate principal amount Repurchase Price or Designated Event Repurchase Price, as the case may be, of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) all Securities or portions thereof to be purchased as of the Repurchase Date or the Designated Event Repurchase Date, as the case may be, is deposited with the Paying Agent, on a pro rata basis. Holders that are the subject Business Day immediately following the Repurchase Date or the Designated Event Repurchase Date, Interest and Liquidated Damages, if any, will cease to accrue on such Securities (or portions thereof) on and following such Repurchase Date or Designated Event Repurchase Date, and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price or Designated Event Repurchase Price upon surrender of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the NotesSecurity.

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, Subject to the terms and conditions of the Indenture and at the option of the Holder, at on October 20, 2004, October 15, 2006, October 15, 2011 and October 15, 2016, the Company shall become obligated to purchase all of such Holder's option’s Debentures, shall have the right, in accordance with the provisions or any portion of the Indentureprincipal amount thereof that is equal to any integral multiple of $1,000, to require the Company to repurchase the Notes at the Change in Control a Repurchase Price in cashequal to 100% of the principal amount of the Debentures to be repurchased, plus any interest accrued and unpaid Interest (including Contingent Interest) to, but excluding October 20, 2004, October 15, 2006, October 15, 2011 and October 15, 2016, as the case may be. In addition, subject to the terms and conditions of the Indenture and at the option of the Holder, following the occurrence of a Change of Control, the Company shall become obligated to purchase all of such Holder’s Debentures, or any portion of the principal amount thereof that is equal to any integral multiple of $1,000, on the date that is 45 days after the date of the Company Notice given in connection with such Change of Control at a Repurchase Price equal to 100% of the principal amount of the Debentures to be repurchased, plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change in of Control Repurchase Date. A Change in Control Repurchase Notice will be given by the Company to the Holders as provided in the Indenture. To exercise a repurchase right, such Repurchase Right a Holder must shall deliver to the Trustee a written notice Repurchase Notice containing the information set forth in the Indenture, at any time on or prior to the close of business on the date that is 20 Business Days prior to the applicable Repurchase Date and shall deliver to the Paying Agent the Debentures to be repurchased as provided set forth in the Indenture. Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) 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 to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If cash sufficient to pay the aggregate principal amount Repurchase Price of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) all Debentures or portions thereof to be purchased as of the Repurchase Date is deposited with the Paying Agent on a pro rata basis. Holders that are the subject Business Day following the applicable Repurchase Date, Interest (including Contingent Interest) ceases to accrue on such Debentures (or portions thereof) immediately after such applicable repurchase date, and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price upon surrender of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the NotesDebentures.

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, At the option of the Holder, at and subject to the Holder's optionterms and conditions of the Indenture, shall upon the occurrence of a Fundamental Change, each Holder will have the right, in accordance with the provisions of the Indentureat its option, to require the Company to repurchase for cash all of its Notes, or any portion of its Notes having a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof (so long as the remaining portion of any such Notes equals $2,000 or an integral multiple of $1,000 in excess thereof), at the a Fundamental Change in Control Repurchase Price in cash, plus any interest accrued and unpaid to, but excluding, the Change in Control Repurchase Date. A Change in Control Repurchase Notice will be given by the Company to the Holders as provided in the Indenture. To exercise a repurchase right, a Holder must deliver to the Trustee a written notice as provided in the Indenture. Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) 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 of Notes to be purchased plus accrued and unpaid interest, if any, to but excluding, the Fundamental Change Repurchase Date, unless the Fundamental Change Repurchase Date occurs after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record Date, in which case the Company will pay the accrued and unpaid interest thereon on such Notes, on such Interest Payment Date, to the Holder of such Notes as of the Close of Business on such Regular Record Date, and the Fundamental Change Repurchase Price shall not include such accrued and unpaid interest. To exercise its purchase right, a Holder must comply with the procedures set forth in Article 3 of the Indenture. Upon the occurrence of an Asset Sale or Casualty or Condemnation Event, the Company may be obligated to make an offer to purchase the Notes from the Holders with Excess Proceeds of such Asset Sale or Casualty or Condemnation Event at a purchase price equal to 100% of the principal amount of such Notes plus accrued interest on such principal amount to the date of purchase, in accordance with as provided in, and subject to the procedures set forth in terms of, the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) to be purchased on a pro rata basis. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the Notes.

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, Subject to the terms and conditions of the Indenture and at the option of the Holder, at on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029, the Company shall become obligated to purchase all of such Holder's option’s Debentures, shall have the right, in accordance with the provisions or any portion of the Indentureprincipal amount thereof that is equal to any integral multiple of $1,000, at a repurchase price equal to require 100% of the Company principal amount of the Debentures to repurchase the Notes at the Change in Control Repurchase Price in cashbe repurchased, plus any interest accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Repurchase Date. In addition, subject to the terms and conditions of the Indenture and at the option of the Holder, following the occurrence of a Change of Control, the Company shall become obligated to purchase all of such Holder’s Debentures, or any portion of the principal amount thereof that is equal to any integral multiple of $1,000, on the date that is 30 days after the date of the Company Notice given in connection with such Change of Control at a Repurchase Price equal to 100% of the principal amount of the Debentures to be repurchased, plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change in of Control Repurchase Date. A Change in Control Repurchase Notice will be given by the Company to the Holders as provided in the Indenture. To exercise a repurchase rightan Optional Repurchase Right to have Debentures repurchased on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029, a Holder must deliver to the Trustee at its offices no later than the close of business on the third Business Day prior to the Optional Repurchase Date the following: a completed Repurchase Notice for Optional Repurchase Rights, the form of which is contained in Exhibit C hereto; and the Debenture or cause such Debenture to be delivered through the facilities of the Depositary, as applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written notice instrument of transfer, in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing. To exercise a Change of Control Repurchase Right, a Holder must deliver to the Trustee at its offices on or prior to the close of business on the Business Day prior to the Change of Control Repurchase Date the following: a completed Repurchase Notice for Change of Control Repurchase Rights, the form of which is contained in Exhibit D hereto; and the Debentures or cause such Debentures to be delivered through the facilities of the Depositary, as provided applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the IndentureCompany and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing. Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) 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 to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If cash sufficient to pay the aggregate principal amount Repurchase Price of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) all Debentures or portions thereof to be purchased as of the Repurchase Date is deposited with the Paying Agent on a pro rata basis. Holders that are the subject Business Day following the applicable Repurchase Date, Interest (including Contingent Interest) ceases to accrue on such Debentures (or portions thereof) immediately after such applicable Repurchase Date, and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price upon surrender of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the NotesDebentures.

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, Subject to the Holder, at the Holder's option, shall have the right, in accordance with the provisions terms and conditions of the Indenture, to require the Company shall become obligated to repurchase the Notes purchase, at the Change option of the Holder, the Securities held by such Holder on the following Repurchase Dates and at the following Repurchase Prices per $1,000 Principal Amount, upon delivery of a Repurchase Notice containing the information set forth in Control the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Repurchase Date until the close of business on such Repurchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Repurchase Date Repurchase Price in cash--------------- ---------------- June 23, 2005 $594.25 June 23, 2010 $706.82 June 23, 2015 $840.73 The Repurchase Price (equal to the Issue Price plus any interest accrued and unpaid to, but excluding, Original Issue Discount through the Change in Control Repurchase Date. A Change ) may be paid, at the option of the Company, in Control Repurchase Notice will be given cash or by the Company to the Holders issuance of Common Stock (as provided in the Indenture), or in any combination thereof. To exercise If prior to a repurchase rightRepurchase Date this Security has been converted to an interest-bearing debenture following the occurrence of a Tax Event, a Holder must deliver the Repurchase Price will be equal to the Trustee a written notice as provided in Restated Principal Amount plus accrued and unpaid interest from the Indenturedate of conversion to the Repurchase Date. Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the Repurchase Date in accordance with the provisions of the Indenture. . If cash (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) 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 to the date of purchase, in accordance with the procedures set forth in and/or securities if permitted under the Indenture. To ) sufficient to pay the extent that the aggregate amount Repurchase Price of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (all Securities or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) portions thereof to be purchased as of the Repurchase Date, is deposited with the Paying Agent on the Business Day following the Repurchase Date, such Securities shall cease to be outstanding, Original Issue Discount (or interest, if this Security has been converted to an interest-bearing debenture following the occurrence of a pro rata basis. Holders that are Tax Event) ceases to accrue on such Securities (or portions thereof) immediately after such Repurchase Date, and the subject Holder thereof shall have no other rights as such (other than the right to receive the Repurchase Price upon surrender of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the NotesSecurity).

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, Subject to the Holder, at the Holder's option, shall have the right, in accordance with the provisions terms and conditions of the Indenture, to require the Company shall become obligated to repurchase the Notes purchase, at the Change in Control option of the Holder, the 2031 Debentures held by such Holder on April 15, 2008 at a Repurchase Price in cash, plus any interest accrued and unpaid to, but excluding, the Change in Control Repurchase Date. A Change in Control Repurchase Notice will be given by the Company to the Holders as provided in the Indenture. To exercise a repurchase right, a Holder must deliver to the Trustee a written notice as provided in the Indenture. Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) 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 to, but excluding, the Repurchase Date, upon delivery of a Repurchase 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 such Repurchase Date until the close of business on such Repurchase Date and upon delivery of the 2031 Debentures to the date of purchase, in accordance with Paying Agent by the procedures Holder as set forth in the Indenture. To The Repurchase Price may be paid, at the extent that option of the aggregate amount Company, in cash or by the issuance of Notes and other pari passu Indebtedness Common Stock (including without limitationas provided in the Indenture), or in any combination thereof. Holders have the right to withdraw any Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the Repurchase Date in accordance with the provisions of the Indenture. In addition to the Repurchase Price payable with respect to all 2031 Debentures or portions thereof to be repurchased as of the Repurchase Date, the Convertible NotesHolders of such 2031 Debentures (or portions thereof) tendered shall be entitled to receive accrued and unpaid contingent interest, if any, with respect thereto, which contingent interest shall be paid in cash promptly following the later of the Repurchase Date and the time of delivery of such 2031 Debentures to the Paying Agent pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If cash (and/or securities if permitted under the aggregate principal amount of Notes Indenture) sufficient to pay the Repurchase Price of, together with any accrued and other pari passu Indebtedness (including without limitationunpaid contingent interest with respect to, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) all 2031 Debentures or portions thereof to be purchased as of the Repurchase Date, is deposited with the Paying Agent on a pro rata basisthe Business Day following the Repurchase Date, all interest and contingent interest, if any, shall cease to accrue on such 2031 Debentures (or portions thereof) immediately after such Repurchase Date, and the Holder thereof shall have no other rights as such (other than the right to receive the Repurchase Price and accrued and unpaid contingent interest, if any, upon surrender of such 2031 Debenture). CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION Any 2031 Debentures called for redemption, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be purchased from the Holders that are of such 2031 Debentures at an amount not less than the subject of an offer Redemption Price plus accrued and unpaid contingent interest, if any, thereon, by one or more investment bankers or other purchasers who may agree with the Company to purchase will receive an Asset Sale Offer such 2031 Debentures from the Holders, to convert them into Common Stock of the Company prior and to any related purchase date and may elect to have make payment for such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached 2031 Debentures to the NotesPaying Agent in trust for such Holders.

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, Subject to the terms and conditions of the Indenture and at the option of the Holder, at on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029, the Company shall become obligated to purchase all of such Holder's option’s CODES, shall have the right, in accordance with the provisions or any portion of the Indentureprincipal amount thereof that is equal to any integral multiple of $1,000, at a repurchase price equal to require 100% of the Company principal amount of the CODES to repurchase the Notes at the Change in Control Repurchase Price in cashbe repurchased, plus any interest accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Repurchase Date. In addition, subject to the terms and conditions of the Indenture and at the option of the Holder, following the occurrence of a Change of Control, the Company shall become obligated to purchase all of such Holder’s CODES, or any portion of the principal amount thereof that is equal to any integral multiple of $1,000, on the date that is 30 days after the date of the Company Notice given in connection with such Change of Control at a repurchase price equal to 100% of the principal amount of the CODES to be repurchased, plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change in of Control Repurchase Date. A Change in Control Repurchase Notice will be given by the Company to the Holders as provided in the Indenture. To exercise a repurchase rightan Optional Repurchase Right to have CODES repurchased on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029, a Holder must deliver to the Trustee at its offices no later than the close of business on the third Business Day prior to the Optional Repurchase Date the following: a completed Repurchase Notice for Optional Repurchase Rights, the form of which is contained in Exhibit C hereto; and the CODES or cause such CODES to be delivered through the facilities of the Depositary, as applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written notice instrument of transfer, in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing. To exercise a Change of Control Repurchase Right, a Holder must deliver to the Trustee at its offices on or prior to the close of business on the Business Day prior to the Change of Control Repurchase Date the following: a completed Repurchase Notice for Change of Control Repurchase Rights, the form of which is contained in Exhibit D hereto; and the CODES or cause such CODES to be delivered through the facilities of the Depositary, as provided applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the IndentureCompany and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing. Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) 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 to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If cash sufficient to pay the aggregate principal amount Repurchase Price of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) all CODES or portions thereof to be purchased as of the Repurchase Date is deposited with the Paying Agent on a pro rata basis. Holders that are the subject Business Day following the applicable Repurchase Date, Interest (including Contingent Interest) ceases to accrue on such CODES (or portions thereof) immediately after such applicable repurchase date, and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price upon surrender of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached to the NotesCODES.

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. (a) If a Change in Control occurs, Subject to the Holder, at the Holder's option, shall have the right, in accordance with the provisions terms and conditions of the Indenture, to require the Company shall become obligated to repurchase the Notes purchase, at the Change option of the Holder, the 2021 Debentures held by such Holder on any April 15 in Control the years 2005, 2008 and 2011 at a Repurchase Price in cash, plus any interest accrued and unpaid to, but excluding, the Change in Control Repurchase Date. A Change in Control Repurchase Notice will be given by the Company to the Holders as provided in the Indenture. To exercise a repurchase right, a Holder must deliver to the Trustee a written notice as provided in the Indenture. Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer in accordance with Section 3.14 of the Indenture to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation, the Convertible Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.14 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) 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 to, but excluding, the Repurchase Date, upon delivery of a Repurchase 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 such Repurchase Date until the close of business on such Repurchase Date and upon delivery of the 2021 Debentures to the date of purchase, in accordance with Paying Agent by the procedures Holder as set forth in the Indenture. To The Repurchase Price may be paid, at the extent that option of the aggregate amount Company, in cash or by the issuance of Notes and other pari passu Indebtedness Common Stock (including without limitationas provided in the Indenture), or in any combination thereof. Holders have the Convertible Notes) tendered pursuant right to an Asset Sale Offer is less than withdraw any Repurchase Notice by delivering to the Excess Proceeds, Paying Agent a written notice of withdrawal prior to the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by close of business on the Repurchase Date in accordance with the provisions of the Indenture. If cash (and/or securities if permitted under the aggregate principal amount Indenture) sufficient to pay the Repurchase Price of Notes and other pari passu Indebtedness (including without limitation, the Convertible Notes) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness (including without limitation, the Convertible Notes) all 2021 Debentures or portions thereof to be purchased as of the Repurchase Date, is deposited with the Paying Agent on a pro rata basisthe Business Day following the Repurchase Date, all interest shall cease to accrue on such 2021 Debentures (or portions thereof) immediately after such Repurchase Date, and the Holder thereof shall have no other rights as such (other than the right to receive the Repurchase Price upon surrender of such 2021 Debenture). CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION Any 2021 Debentures called for redemption, unless surrendered for conversion before the close of business on the Redemption Date, may be deemed to be purchased from the Holders that are of such 2021 Debentures at an amount not less than the subject of an offer Redemption Price by one or more investment bankers or other purchasers who may agree with the Company to purchase will receive an Asset Sale Offer such 2021 Debentures from the Holders, to convert them into Common Stock of the Company prior and to any related purchase date and may elect to have make payment for such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" attached 2021 Debentures to the NotesPaying Agent in trust for such Holders.