Common use of Repurchase of Debentures by the Company at Option of the Holder Clause in Contracts

Repurchase of Debentures by the Company at Option of the Holder. Debentures shall be purchased by the Company in cash pursuant to the terms of the Debentures at the option of the holder on each of March 15, 2012, March 15, 2015, and March 15, 2020 (each a "REPURCHASE DATE"), at a purchase price of 100% of the principal amount, plus any accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the Repurchase Date; provided that if such Repurchase Date falls after a record date and on or prior to the corresponding interest payment date, then the Interest and Additional Amounts, if any, payable on such interest payment date shall be paid to the holders of record of the Debentures at the close of business on the applicable record date instead of the holders surrendering the Debentures for repurchase. Repurchases of Debentures under this Section 3.06 shall be made, at the option of the holder thereof, upon: (a) delivery to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed and executed notice (the "REPURCHASE NOTICE") in the form set forth on the reverse of the Debenture during the period beginning at any time from the opening of business on the date that is twenty (20) Business Days prior to the Repurchase Date until the close of business on the Repurchase Date; and (b) delivery or book-entry transfer of the Debentures to the Trustee (or other paying agent appointed by the Company) at any time simultaneous to or after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 6.02, such delivery being a condition to receipt by the holder of the purchase price therefor; provided that such purchase price shall be so paid pursuant to this Section 3.06 only if the Debenture so delivered to the Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the holder thereof, pursuant to this Section 3.06, a portion of a Debenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Upon presentation of any Debenture repurchased in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the portion of the Debentures presented that was not repurchased. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.06 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Business Day immediately following the Repurchase Date and the time of the book-entry transfer or delivery of the Debenture.

Repurchase of Debentures by the Company at Option of the Holder. Debentures shall be purchased by the Company in cash pursuant to the terms of the Debentures at the option of the holder on each of March 15__________, 2012, March 15, 2015, __________ and March 15, 2020 __________ (each a "REPURCHASE DATERepurchase Date"), at a purchase price of 100% of the principal amount, plus any accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the Repurchase Date; provided that if such Repurchase Date falls after a record date and on or prior to the corresponding interest payment date, then the Interest and Additional Amounts, if any, payable on such interest payment date shall be paid to the holders of record of the Debentures at the close of business on the applicable record date instead of the holders surrendering the Debentures for repurchase. Repurchases of Debentures under this Section 3.06 shall be made, at the option of the holder thereof, upon: (a) delivery to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed and executed notice (the "REPURCHASE NOTICERepurchase Notice") in the form set forth on the reverse of the Debenture during the period beginning at any time from the opening of business on the date that is twenty (20) Business Days prior to the Repurchase Date until the close of business on the Repurchase Date; and (b) delivery or book-entry transfer of the Debentures to the Trustee (or other paying agent appointed by the Company) at any time simultaneous to or after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 6.02, such delivery being a condition to receipt by the holder of the purchase price therefor; provided that such purchase price shall be so paid pursuant to this Section 3.06 only if the Debenture so delivered to the Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the holder thereof, pursuant to this Section 3.06, a portion of a Debenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Upon presentation of any Debenture repurchased in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the portion of the Debentures presented that was not repurchased. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.06 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Business Day immediately following the Repurchase Date and the time of the book-entry transfer or delivery of the Debenture. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Repurchase Notice contemplated by this Section 3.06 shall have the right to withdraw such Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.08. The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Repurchase of Debentures by the Company at Option of the Holder. Debentures shall be purchased by the Company in cash pursuant to the terms of the Debentures at the option of the holder on each of March 1520, 2012, March 15, 2015, 2014 and March 15, 2020 2019 (each a "REPURCHASE DATERepurchase Date"), at a purchase price of 100% of the principal amount, plus any accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the Repurchase Date; provided that if such Repurchase Date falls after a record date and on or prior to the corresponding interest payment date, then the Interest and Additional Amounts, if any, payable on such interest payment date shall be paid to the holders of record of the Debentures at the close of business on the applicable record date instead of the holders surrendering the Debentures for repurchase. Repurchases of Debentures under this Section 3.06 shall be made, at the option of the holder thereof, upon: (a) delivery to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed and executed notice (the "REPURCHASE NOTICERepurchase Notice") in the form set forth on the reverse of the Debenture during the period beginning at any time from the opening of business on the date that is twenty (20) Business Days prior to the Repurchase Date until the close of business on the Repurchase Date; and (b) delivery or book-entry transfer of the Debentures to the Trustee (or other paying agent appointed by the Company) at any time simultaneous to or after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 6.02, such delivery being a condition to receipt by the holder of the purchase price therefor; provided that such purchase price shall be so paid pursuant to this Section 3.06 only if the Debenture so delivered to the Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the holder thereof, pursuant to this Section 3.06, a portion of a Debenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Upon presentation of any Debenture repurchased in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the portion of the Debentures presented that was not repurchased. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.06 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Business Day immediately following the Repurchase Date and the time of the book-entry transfer or delivery of the Debenture. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Repurchase Notice contemplated by this Section 3.06 shall have the right to withdraw such Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.08. The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Repurchase of Debentures by the Company at Option of the Holder. Debentures shall be purchased by the Company in cash pursuant to the terms of the Debentures at the option of the holder on each of March June 15, 2012, March 15, 2015, and March 15, 2020 2010 (each a the "REPURCHASE DATERepurchase Date"), at a purchase price of 100% of the principal amount, plus any accrued and unpaid Interest and Additional Amounts, if any, interest to, but excluding, the Repurchase Date; provided that if such Repurchase Date falls after a record date and on or prior , subject to the corresponding interest payment date, then the Interest and Additional Amounts, if any, payable on such interest payment date shall be paid to the holders provisions of record of the Debentures at the close of business on the applicable record date instead of the holders surrendering the Debentures for repurchaseSection 3.07(a). Repurchases of Debentures under this Section 3.06 shall be made, at the option of the holder thereof, upon: (a) delivery to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed and executed notice (the "REPURCHASE NOTICERepurchase Notice") in the form set forth on the reverse of the Debenture during the period beginning at any time from the opening of business on the date that is twenty (20) 20 Business Days prior to the Repurchase Date until the close of business on the Repurchase Date; and (b) delivery or book-entry transfer of the Debentures to the Trustee (or other paying agent appointed by the Company) at any time simultaneous to or after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 6.02, such delivery being a condition to receipt by the holder of the purchase price therefor; provided that such purchase price shall be so paid pursuant to this Section 3.06 only if the Debenture so delivered to the Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Repurchase Notice. The Company shall purchase from the holder thereof, pursuant to this Section 3.06, a portion of a Debenture, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Upon presentation of any Debenture repurchased in part only, the Company shall execute and, upon the Company's written direction to the Trustee, the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the portion of the Debentures presented that was not repurchased. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.06 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Business Day immediately following the Repurchase Date and the time of the book-entry transfer or delivery of the Debenture. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) the Repurchase Notice contemplated by this Section 3.06 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or other paying agent appointed by the Company) in accordance with Section 3.08. The Trustee (or other paying agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.