Common use of Repurchase of Notes by the Clause in Contracts

Repurchase of Notes by the. Company at Option of the Holder. Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, Notes shall be purchased by the Company pursuant to the terms of the Notes at the option of the holder thereof on June 1, 2011 (the "Repurchase Date"), for cash, at a repurchase price of 100% of the principal amount, plus any accrued and unpaid Interest to, but excluding, the Repurchase Date, subject to the provisions of Section 3.07(a); provided that no Notes may be repurchased by the Company pursuant to this Section 3.06 if the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or prior to the Repurchase Date. Repurchases of Notes 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 notice (the "Repurchase Notice") in the form set forth on the reverse of the Note during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the Repurchase Date until the close of business on the date that is two Business Days prior to the Repurchase Date; and (b) delivery or book-entry transfer of the Notes to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office or any other office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 5.02, such delivery being a condition to receipt by the holder of the repurchase price therefor; provided that such repurchase price shall be so paid pursuant to this Section 3.06 only if the Note 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 Note, only 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 Note also apply to the purchase of such portion of such Note. 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 Repurchase Date and the time of the book-entry transfer or delivery of the Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) a 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 Business Day immediately preceding 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 Company is not obligated under this Section 3.06 to repurchase notes listed in such written notice of withdrawal. 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 Notes by the. Company at Option of the Holder. Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, . (a) Notes shall be purchased by the Company pursuant to the terms of the Notes at the option of the holder thereof on June each of March 1, 2011 2011, March 1, 2016, and March 1, 2021 (the each a "Repurchase Date"), for cash, at a repurchase purchase price of in cash equal to 100% of the principal amount, plus any accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the Repurchase Date, subject Date (such price to be paid promptly following the provisions later of Section 3.07(athe Business Day immediately following the Repurchase Date and the time of book-entry transfer or delivery of the Notes); provided that no Notes may be repurchased by the Company pursuant to this Section 3.06 if the principal amount of the Notes has been accelerated such Repurchase Date falls after a record date and such acceleration has not been rescinded on or prior to the Repurchase Date. 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 Notes at the close of business on the applicable record date instead of the holders surrendering the Notes for repurchase. (b) Repurchases of Notes under this Section 3.06 shall be made, at the option of the holder thereof, made upon: (ai) 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") which, with respect to Notes in certificated form, shall be in the form set forth on the reverse of the Note and which, with respect to Notes not in certificated form, shall comply with appropriate Depositary procedures, in each case during the period beginning at any time from the opening of business on the date that is 20 twenty (20) Business Days prior to the Repurchase Date until the close of business on the date that is two Business Days prior to the Repurchase Date; and (bii) delivery or book-entry transfer of the Notes to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the Repurchase Notice (together with all necessary endorsements) ), but prior to the Repurchase Date, at the Corporate Trust Office or any other office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 5.026.02, such delivery being a condition to receipt by the holder of the repurchase purchase price therefor; provided that such repurchase purchase price shall be so paid pursuant to this Section 3.06 only if the Note 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 Note, only 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 Note also apply to the purchase of such portion of such Note. Upon presentation of any Note 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 Note or Notes, of authorized denominations, in aggregate principal amount equal to the portion of the Notes 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 Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) a 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 Business Day immediately preceding 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 Company is not obligated under this Section 3.06 to repurchase notes listed in such written notice of withdrawal. 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 Notes by the. Company at Option of the Holder. Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01Holders on Specified Dates. (a) On October 15, Notes shall be purchased by the Company pursuant to the terms of the Notes at the option of the holder thereof on June 1, 2011 2007 (the "Repurchase DateCOMPANY REPURCHASE DATE"), for casheach holder shall have the right, at such holder's option, to require the Company to repurchase all of such holder's Notes, or any portion thereof that is a multiple of $1,000 principal amount. The Company shall repurchase such Notes at a price of (the "COMPANY REPURCHASE PRICE") equal to 100% of the principal amount, amount thereof plus any accrued and unpaid Interest to, interest to but excluding, excluding the Company Repurchase Date, subject to the provisions of Section 3.07(a); provided that no if such Company Repurchase Date falls on an Interest Payment Date, then the interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date. (b) On or before the thirtieth (30th) Business Day prior to the Company Repurchase Date (the "COMPANY NOTICE DATE"), the Company, or at its written request the Trustee in the name of and at the expense of the Company (which request must be received by the Trustee at least three (3) Business Days prior to the date the Trustee is requested to give notice as described below), unless the Trustee shall agree to a shorter period), shall mail or cause to be mailed, by first class mail, a notice (the "COMPANY REPURCHASE NOTICE") to each holder of record of Notes on such date at its last address as the same appears on the Note Register; provided that if the Company shall give such notice, it shall also give written notice to the Trustee and the Paying Agent at such time as it is mailed to Noteholders. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. The Company Repurchase Notice shall state: (i) the Company Repurchase Price, excluding accrued and unpaid interest, the Applicable Conversion Rate at the time of such notice (and any applicable adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of interest that will be payable with respect to the Notes on the Company Repurchase Date; (ii) the Company Repurchase Date; (iii) the last date on which a holder may exercise the repurchase right; (iv) the name and address of the Paying Agent and the Conversion Agent; (v) that Notes as to which a Company Repurchase Election has been given by the holder may be repurchased converted only if the election has been withdrawn by the holder in accordance with the terms of this Indenture; provided that the Notes are otherwise convertible in accordance with Section 14.01; (vi) that the holder shall have the right to withdraw any Notes surrendered prior to the close of business on the Business Day immediately preceding the Company Repurchase Date (or any such later time as may be required by applicable law); (vii) that Notes must be surrendered to the Paying Agent for cancellation to collect payment; (viii) that the Company Repurchase Price for any Note as to which a Company Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Company Repurchase Date and the time of surrender of such Note as described in clause (v) above; (ix) a description of the procedure which a Noteholder must follow to exercise such repurchase right or to withdraw any surrendered Notes; and (x) the CUSIP number or numbers of the Notes (if then generally in use). No failure of the Company to give the foregoing notices and no defect therein shall limit the Noteholders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.06 if the principal amount of the 3.05. (c) Notes has been accelerated and such acceleration has not been rescinded on or prior shall be repurchased pursuant to the Repurchase Date. Repurchases of Notes under this Section 3.06 shall be made, at the option of the holder thereof, 3.05 upon: (ai) delivery to the Trustee (or other paying agent Paying Agent appointed by the Company) by a holder of a duly completed notice (the a "Repurchase NoticeCOMPANY REPURCHASE ELECTION") in the form set forth on the reverse of the Note during the period beginning at any time from the opening of business on the date that is 20 twentieth (20th) Business Days prior to Day preceding the Company Repurchase Date until the close of business on the date fifth Business Day immediately preceding the Company Repurchase Date stating: (1) if certificated, the certificate numbers of the Notes which the holder shall deliver to be repurchased; (2) the portion of the principal amount of the Notes that is two Business Days prior the holder shall deliver to the Repurchase Datebe repurchased, which portion must be $1,000 or an integral multiple thereof; and (b3) that such Notes shall be repurchased as of the Company Repurchase Date pursuant to the terms and conditions specified in the Notes and in this Indenture; and (ii) delivery or book-entry transfer of the Notes to the Trustee (or other paying agent Paying Agent appointed by the Company) simultaneously with or at any time after delivery of the Company Repurchase Notice Election (together with all necessary endorsements) at the Corporate Trust Office or any other office of the Trustee (or other paying agent Paying Agent appointed by the Company) in the Borough of Manhattan as provided in Section 5.02Manhattan, such delivery or transfer being a condition to receipt by the holder of the repurchase price thereforCompany Repurchase Price therefore; provided that such repurchase price Company Repurchase Price shall be so paid pursuant to this Section 3.06 3.05 only if the Note Notes so delivered or transferred to the Trustee (or other paying agent Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Company Repurchase NoticeElection. The Company shall purchase from the holder thereof, pursuant to this Section 3.06, a portion of a Note, only if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply All questions as to the purchase validity, eligibility (including time of all receipt) and acceptance of a any Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.06 for repurchase shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Repurchase Date and the time of the book-entry transfer or delivery of the Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed determined by the Company) a Repurchase Notice contemplated by this Section 3.06 , whose determination shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding 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 Company is not obligated under this Section 3.06 to repurchase notes listed in such written notice of withdrawal. 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 thereofbe final and binding absent manifest error.

Repurchase of Notes by the. Company at Option of the Holder. Unless the Company has elected to redeem all of the Notes in accordance with Section 3.01, Notes not theretofore called for redemption shall be purchased by the Company pursuant to the terms of the Notes at the option of the holder thereof on June 1March 15 of 2009, 2011 2014 and 2019 (the each, a "Repurchase Date"), for cash, ) at a repurchase price of 100% of the principal amount, plus any accrued and unpaid Interest to, but excluding, the Repurchase DateDate (the "Repurchase Price"), subject to the provisions of Section 3.07(a); provided that no Notes may be repurchased by the Company pursuant to this Section 3.06 if the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or prior to the Repurchase Date. Repurchases of Notes 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 notice (the "Repurchase Notice") in the form set forth on the reverse of the Note during the period beginning at any time from the opening of business on the date that is 20 twenty (20) Business Days prior to the Repurchase Date until the close of business on the date that is two Business Days prior to the Repurchase Date; and (b) delivery or book-entry transfer of the Notes to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office or any other office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 5.02, such delivery being a condition to receipt by the holder of the repurchase price therefor; provided that such repurchase price shall be so paid pursuant to this Section 3.06 only if the Note 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 Note, only if the principal amount of such portion is $1,000 or a whole multiple of of $1,0001 000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. 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 Repurchase Date and the time of the book-entry transfer or delivery of the Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) a 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 Business Day immediately preceding 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 Company is not obligated under this Section 3.06 to repurchase notes listed in such written notice of withdrawal. 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 Notes by the. Company at Option of the Holder. Unless Each holder of Notes shall have the right, on each of December 31, 2010, December 31, 2013, December 31, 2018, December 31, 2023 and December 31, 2028 (each, a "REPURCHASE DATE") to require the Company has elected to redeem all of repurchase the Notes or any portion thereof held by such holder, in accordance with Section 3.01, Notes shall be purchased by the Company pursuant to the terms of the Notes at the option of the holder thereof on June 1, 2011 (the "Repurchase Date"), for cash, at a repurchase purchase price of 100% of the principal amountamount of such Notes to be repurchased, plus any accrued and unpaid Interest interest, in each case, to, but excluding, the such Repurchase Date, subject to the provisions of Section 3.07(a); provided that no Notes may be repurchased by the Company pursuant to this Section 3.06 if the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or prior to the Repurchase Date3.07. Repurchases of Notes 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 notice and signed Repurchase Notice (the a "Repurchase NoticeREPURCHASE NOTICE") in the form set forth on the reverse of the Note during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the applicable Repurchase Date until the close of business on the date that is two Business Days prior to the such Repurchase Date; and (b) delivery or book-entry transfer of the Notes to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the applicable Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office (or any other the office of the Trustee (or other another paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 5.02), such delivery being a condition to receipt by the holder of the repurchase purchase price therefor; provided that such repurchase purchase price shall be so paid pursuant to this Section 3.06 only if the Note 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 Note, only if the principal amount of such portion is $1,000 or a whole an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. 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 Repurchase Date and the time of the book-entry transfer or delivery of the Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent appointed by the Company) a 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 Business Day immediately preceding 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 Company is not obligated under this Section 3.06 to repurchase notes listed in such written notice of withdrawal. 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.