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

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase by the Company pursuant to paragraph 9 of the Securities at the option of the Holder on August 1, 2006 and August 1, 2008 (each, a "Repurchase Date"), at a cash purchase price equal to 100% of the principal amount of those Securities plus accrued and unpaid interest, if any, up to, but not including, the Repurchase Date on such Repurchase Date (the "Repurchase Price"). Purchases of Securities by the Company hereunder shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by the Holder of a written notice of repurchase (a "Repurchase Notice") during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the Business Day immediately prior to such Repurchase Date stating: (A) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Securities have not been issued, (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, (C) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 of the Securities and in this Indenture, and (ii) delivery of such Security to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any Repurchase Notice pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or in any other written form (and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agent. The Company shall purchase from the Holder thereof, pursuant to this Section 3.8, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 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 Paying Agent in accordance with Section 3.11. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase by the Company pursuant to paragraph 9 (a) On each of the Securities at the option of the Holder on August 1November 30, 2006 2014, November 30, 2018 and August 1November 30, 2008 2022 (each, a "“Repurchase Date"”), each Holder shall have the option to require the Company to repurchase for cash all of such Holder’s Securities not previously called for redemption by the Company, or any portion thereof that is equal to or an integral multiple of $1,000 Original Principal Amount for which that Holder has properly delivered and not withdrawn a written Repurchase Notice (as defined below) at a cash purchase repurchase price equal to 100% of the principal amount Accreted Principal Amount of those Securities Securities, plus accrued and unpaid interest, if any, Interest on the Original Principal Amount of those Securities up to, but not including, the Repurchase Date on such Repurchase Date (the "“Repurchase Price"”); provided, that if the Repurchase Date is on a date that is after an Interest Record Date and on or prior to the corresponding Interest Payment Date, the Repurchase Price shall be 100% of the Accreted Principal Amount of the Securities repurchased but shall not include such accrued and unpaid Interest. Instead, the Company shall pay such accrued and unpaid Interest on the Interest Payment Date, to the Holder of Record on the corresponding Interest Record Date. Not later than 20 Business Days prior to any Repurchase Date, the Company shall mail a Company Notice (substantially in the form of Exhibit D) by first class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law). Purchases The Company Notice shall include a form of Securities Repurchase Notice to be completed by the Company hereunder a Holder and shall be made, at the option of the Holder thereof, uponstate: (i) the Repurchase Date, the Repurchase Price per $1,000 Original Principal Amount and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities, together with necessary endorsements, as the case may be) to collect payment; (v) that the Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Business Day immediately following the Repurchase Date and the time of surrender of such Security as described in clause (iv) above; (vi) the procedures the Holder must follow to exercise its right to require the Company to repurchase such Xxxxxx’s Securities under this Section 3.07 and a brief description of that right; (vii) briefly, the conversion rights, if any, that exist at the date of the Company Notice or as a result of the Company Notice with respect to the Securities; (viii) the procedures for withdrawing a Repurchase Notice; (ix) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, Interest on such Securities shall cease to accrue and the Accreted Principal Amount on such Securities shall cease to accrete in each case from and after the Repurchase Date; and (x) the CUSIP, “ISIN” or other similar number(s), as the case may be, of the Securities. At the Company’s request, the Trustee shall give such Company Notice to each Holder in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. (b) A Holder may exercise its rights specified in Section 3.07(a) upon delivery to the Paying Agent by the Holder of a written notice of repurchase (a "“Repurchase Notice"”) during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the Business Day immediately prior to preceding such Repurchase Date Date, stating: (Ai) if Certificated Securities have been issued, the certificate number number(s) of the Securities which the Holder shall deliver to be repurchased or, if Certificated Securities have not been issued for such Security, the Repurchase Notice shall comply with the appropriate Depositary procedures for book-entry transfer, (ii) that all of the Holder’s Securities shall be delivered to be repurchased, or if less than all, the portion of the Original Principal Amount of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Securities have not been issued, (B) the portion of the principal amount of the Security which the Holder will shall deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000,, and (Ciii) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 Section 5 of the Securities and in this Indenture, and (ii) . The delivery of such Security (together with all necessary endorsements) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being Agent shall be a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided, however, that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or 3.07 only if the Security (together with all necessary endorsements) so delivered to the Paying Agent shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agentrelated Repurchase Notice. The Company shall purchase repurchase from the Holder thereof, pursuant to this Section 3.83.07, a portion of a Security, if the principal amount Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.07 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 delivery of the Security (together with all necessary endorsements or notifications of book-entry transfer). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 3.07 shall have the right to withdraw such Repurchase Notice by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.09 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 Paying Agent in accordance with Section 3.11Date. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase by the Company pursuant to paragraph 9 (a) On each of the Securities at the option of the Holder on August June 1, 2006 and August 2011, June 1, 2008 2016 and June 1, 2021 (each, a "Repurchase DateREPURCHASE DATE"), each Holder shall have the option to require the Company to repurchase Securities for which that Holder has properly delivered and not withdrawn a written Repurchase Notice (as described below) at a repurchase price in cash purchase price equal to 100% of the principal amount of those Securities Securities, plus accrued and unpaid interestInterest, accrued and unpaid Contingent Interest, if any, up and accrued and unpaid Additional Amounts, if any, on those Securities, to, but not including, the Repurchase Date on such Repurchase Date (the "Repurchase PriceREPURCHASE PRICE"); provided that if the Repurchase Date is on a date that is after an Interest Record Date and on or prior to the corresponding Interest Payment Date, the Repurchase Price shall be 100% of the principal amount of the Securities repurchased but shall not include accrued and unpaid Interest, accrued and unpaid Contingent Interest, if any, and Additional Amounts, if any. Purchases of Securities by Instead, the Company hereunder shall be madepay such accrued and unpaid Interest, at Contingent Interest, if any, and Additional Amounts, if any, on the option of Interest Payment Date, to the Holder thereofof Record on the corresponding Interest Record Date. Not later than 20 Business Days prior to any Repurchase Date, uponthe Company shall mail a Company Notice (substantially in the form of Exhibit E) by first class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law). The Company Notice shall include a form of repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 11 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities, together with necessary endorsements, as the case may be) to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Business Day immediately following the Repurchase Date and the time of surrender of such Security as described in clause (iv) above; (vi) the procedures the Holder must follow to exercise its right to require the Company to repurchase such Xxxxxx's Securities under this Section 3.07 and a brief description of that right; (vii) briefly, the conversion rights, if any, that exist at the date of the Company Notice or as a result of the Company Notice with respect to the Securities; (viii) the procedures for withdrawing a Repurchase Notice; (ix) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, Interest, Contingent Interest, if any, or Additional Amounts, if any, on such Securities shall cease to accrue from and after the Repurchase Date; and (x) the CUSIP, "ISIN" or other similar number(s), as the case may be, of the Securities. At the Company's request, the Trustee shall give such Company Notice to each Holder in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. (b) A Holder may exercise its rights specified in Section 3.07 (a) upon delivery to the Paying Agent by the Holder of a written notice of repurchase (a "Repurchase NoticeREPURCHASE NOTICE") during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the Business Day immediately prior to such Repurchase Date Date, stating: (Ai) if Certificated Securities have been issued, the certificate number number(s) of the Security Securities which the Holder will shall deliver to be repurchased or the appropriate Depositary procedures or, if Certificated Securities have not been issuedissued for such Security, the Repurchase Notice shall comply with the appropriate Depositary procedures for book-entry transfer, (Bii) the portion of the principal amount of the Security which the Holder will shall deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000,, and (Ciii) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 Section 6 of the Securities and in this Indenture, and (ii) . The delivery of such Security (together with all necessary endorsements) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being Agent shall be a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided, however, that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or 3.07 only if the Security (together with all necessary endorsements) so delivered to the Paying Agent shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agentrelated Repurchase Notice. The Company shall purchase repurchase from the Holder thereof, pursuant to this Section 3.83.07, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.07 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 delivery of the Security (together with all necessary endorsements or notifications of book-entry transfer). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 3.07 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 Paying Agent in accordance with Section 3.113.09 at any time prior to the close of business on the Repurchase Date. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase by the Company pursuant to paragraph 9 (a) On each of the Securities at the option of the Holder on August November 1, 2006 and August 2012, November 1, 2008 2017 and November 1, 2022, November 1, 2027 and November 1, 2032 (each, a "“Specified Repurchase Date"”), each Holder shall have the option to require the Company to repurchase Securities for which that Holder has properly delivered and not withdrawn a written Repurchase Notice (as described below) at a repurchase price in cash purchase price equal to 100% of the principal amount of those Securities Securities, plus accrued and unpaid interest, if any, up including Contingent Interest, if any, on those Securities, to, but not includingexcluding, the Repurchase Date on such Specified Repurchase Date (the "“Repurchase Price"”); provided that if the Specified Repurchase Date is on a date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Repurchase Price shall be 100% of the principal amount of the Securities repurchased but shall not include accrued and unpaid interest, if any, including Contingent Interest, if any. Instead, the Company shall pay such accrued and unpaid interest, if any, including Contingent Interest, if any, on the Interest Payment Date, to the Holder of record at the Close of Business on the corresponding Regular Record Date. Not later than 20 Business Days prior to any Specified Repurchase Date, the Company shall mail a Company Notice (substantially in the form set forth in Exhibit A) by first class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law). Purchases The Company Notice shall include a form of Securities Repurchase Notice to be completed by the Company hereunder a Holder and shall be made, at the option of the Holder thereof, uponstate: (i) the Repurchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted only if they are otherwise convertible in accordance with Article 4 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities, together with necessary endorsements, as the case may be) to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Specified Repurchase Date and the time of surrender of such Security as described in clause (iv) above; (vi) the other procedures the Holder must follow to exercise its right to require the Company to repurchase such Holder’s Securities under this Section 3.07 and a brief description of that right; (vii) briefly, the conversion rights, if any, that exist at the date of the Company Notice or as a result of the Company Notice with respect to the Securities; (viii) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, interest, if any, and Contingent Interest, if any, on such Securities shall cease to accrue from and after the Specified Repurchase Date; (ix) the CUSIP or other similar number(s), as the case may be, of the Securities; (x) that any Security not properly tendered or otherwise not accepted for repurchase shall remain outstanding and continue to accrue interest and Contingent Interest, if any; (xi) that, in order to withdraw any Repurchase Notice previously delivered by a Holder to the Paying Agent, the Holder must deliver to the Paying Agent, prior to the Close of Business on the Business Day immediately preceding the Specified Repurchase Date, a written notice of withdrawal specifying (A) the certificate number, if any, of the Securities in respect of which such notice of withdrawal is being submitted (or if Certificated Securities have not been issued, the notice of withdrawal must comply with the Applicable Procedures), (B) the principal amount of Securities in respect of which such notice of withdrawal is being submitted, and (C) if the Holder is not withdrawing its Repurchase Notice for all of its Securities, the principal amount of the Securities which still remain subject to the original Repurchase Notice; and (xii) that Holders whose Securities are being repurchased only in part will be issued new Securities equal in principal amount to the portion of the Securities that is not to be repurchased, which portion must be equal to $1,000 in principal amount or an integral multiple thereof. At the Company’s request, the Trustee shall give such Company Notice to each Holder in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. (b) A Holder may exercise its rights specified in Section 3.07(a) upon delivery to the Paying Agent by the Holder of a written notice of repurchase substantially in the form set forth in Exhibit A (a "“Repurchase Notice"”) during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Specified Repurchase Date until the close Close of business Business on the Business Day immediately prior to preceding such Specified Repurchase Date Date, stating: (Ai) if Certificated Securities have been issued, the certificate number number(s) of the Security Securities which the Holder will shall deliver to be repurchased or the appropriate Depositary procedures or, if Certificated Securities have not been issued,issued for such Security, the Repurchase Notice shall comply with the Applicable Procedures; (Bii) the portion of the principal amount of the Security which the Holder will shall deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000,; and (Ciii) that such Security (or portion thereof) shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 of the Securities and in this Indenture, and (ii) . The delivery of such Security (together with all necessary endorsements) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being Agent shall be a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided, however, that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or 3.07 only if the Security (together with all necessary endorsements) so delivered to the Paying Agent shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agentrelated Repurchase Notice. The Company shall purchase from the Holder thereofonly be obliged to purchase, pursuant to this Section 3.83.07, a portion of a Security, Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of this Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.07 shall be consummated by the delivery of the Repurchase Price to be received by the Holder promptly following the later of the Specified Repurchase Date and the time of delivery of the Security (or portion thereof) to be repurchased (together with all necessary endorsements or notifications of book-entry transfer). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 3.07 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 Paying Agent in accordance with Section 3.113.09(b) at any time prior to the Close of Business on the Business Day immediately preceding the Repurchase Date. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice There shall be no repurchase of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's any Securities pursuant to this Section 3.83.07 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may, the giving by the Holders of such Securities of the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase by the Company pursuant to paragraph 9 (a) On each of the Securities at the option of the Holder on August November 1, 2006 and August 2014, November 1, 2008 2017 and November 1, 2022, November 1, 2027 and November 1, 2032 (each, a "“Specified Repurchase Date"”), each Holder shall have the option to require the Company to repurchase Securities for which that Holder has properly delivered and not withdrawn a written Repurchase Notice (as described below) at a repurchase price in cash purchase price equal to 100% of the principal amount of those Securities Securities, plus accrued and unpaid interest, if any, up including Contingent Interest, if any, on those Securities, to, but not includingexcluding, the Repurchase Date on such Specified Repurchase Date (the "“Repurchase Price"”); provided that if the Specified Repurchase Date is on a date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Repurchase Price shall be 100% of the principal amount of the Securities repurchased but shall not include accrued and unpaid interest, if any, including Contingent Interest, if any. Instead, the Company shall pay such accrued and unpaid interest, if any, including Contingent Interest, if any, on the Interest Payment Date, to the Holder of record at the Close of Business on the corresponding Regular Record Date. Not later than 20 Business Days prior to any Specified Repurchase Date, the Company shall mail a Company Notice (substantially in the form set forth in Exhibit A) by first class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law). Purchases The Company Notice shall include a form of Securities Repurchase Notice to be completed by the Company hereunder a Holder and shall be made, at the option of the Holder thereof, uponstate: (i) the Repurchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted only if they are otherwise convertible in accordance with Article 4 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities, together with necessary endorsements, as the case may be) to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Specified Repurchase Date and the time of surrender of such Security as described in clause (iv) above; (vi) the other procedures the Holder must follow to exercise its right to require the Company to repurchase such Holder’s Securities under this Section 3.07 and a brief description of that right; (vii) briefly, the conversion rights, if any, that exist at the date of the Company Notice or as a result of the Company Notice with respect to the Securities; (viii) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, interest, if any, and Contingent Interest, if any, on such Securities shall cease to accrue from and after the Specified Repurchase Date; (ix) the CUSIP or other similar number(s), as the case may be, of the Securities; (x) that any Security not properly tendered or otherwise not accepted for repurchase shall remain outstanding and continue to accrue interest and Contingent Interest, if any; (xi) that, in order to withdraw any Repurchase Notice previously delivered by a Holder to the Paying Agent, the Holder must deliver to the Paying Agent, prior to the Close of Business on the Business Day immediately preceding the Specified Repurchase Date, a written notice of withdrawal specifying (A) the certificate number, if any, of the Securities in respect of which such notice of withdrawal is being submitted (or if Certificated Securities have not been issued, the notice of withdrawal must comply with the Applicable Procedures), (B) the principal amount of Securities in respect of which such notice of withdrawal is being submitted, and (C) if the Holder is not withdrawing its Repurchase Notice for all of its Securities, the principal amount of the Securities which still remain subject to the original Repurchase Notice; and (xii) that Holders whose Securities are being repurchased only in part will be issued new Securities equal in principal amount to the portion of the Securities that is not to be repurchased, which portion must be equal to $1,000 in principal amount or an integral multiple thereof. At the Company’s request, the Trustee shall give such Company Notice to each Holder in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. (b) A Holder may exercise its rights specified in Section 3.07(a) upon delivery to the Paying Agent by the Holder of a written notice of repurchase substantially in the form set forth in Exhibit A (a "“Repurchase Notice"”) during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Specified Repurchase Date until the close Close of business Business on the Business Day immediately prior to preceding such Specified Repurchase Date Date, stating: (Ai) if Certificated Securities have been issued, the certificate number number(s) of the Security Securities which the Holder will shall deliver to be repurchased or the appropriate Depositary procedures or, if Certificated Securities have not been issued,issued for such Security, the Repurchase Notice shall comply with the Applicable Procedures; (Bii) the portion of the principal amount of the Security which the Holder will shall deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000,; and (Ciii) that such Security (or portion thereof) shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 of the Securities and in this Indenture, and (ii) . The delivery of such Security (together with all necessary endorsements) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being Agent shall be a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided, however, that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or 3.07 only if the Security (together with all necessary endorsements) so delivered to the Paying Agent shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agentrelated Repurchase Notice. The Company shall purchase from the Holder thereofonly be obliged to purchase, pursuant to this Section 3.83.07, a portion of a Security, Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of this Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.07 shall be consummated by the delivery of the Repurchase Price to be received by the Holder promptly following the later of the Specified Repurchase Date and the time of delivery of the Security (or portion thereof) to be repurchased (together with all necessary endorsements or notifications of book-entry transfer). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 3.07 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 Paying Agent in accordance with Section 3.113.09(b) at any time prior to the Close of Business on the Business Day immediately preceding the Repurchase Date. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice There shall be no repurchase of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's any Securities pursuant to this Section 3.83.07 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may, the giving by the Holders of such Securities of the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase of Securities by the Company at Option of the Holder. Securities (a) The Securities, or any portion thereof that is a multiple of $1,000 principal amount, shall be subject to repurchase repurchased by the Company pursuant to paragraph 9 the terms of the Securities at the option of the Holder on August 1November 30, 2006 and August 1, 2008 (each, a "the “Repurchase Date"”), at a cash purchase repurchase price equal to 100107.25% of the principal amount of those Securities plus thereof, together with accrued and unpaid interestinterest thereon, if any, up to, to but not including, excluding the Repurchase Date on such applicable Repurchase Date (the "“Repurchase Price"”). (b) On or before the twentieth (20th) Business Day prior to the Repurchase Date, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed to all Holders of record on such date, a notice of the Repurchase Date (the “Company Repurchase Notice”) and of the repurchase right at the option of the Holders arising as a result thereof in the manner provided in Section 1.06; provided that if the Company shall give such notice, it shall also give written notice of the Repurchase Date to the Trustee. Purchases Such notice shall be mailed by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given as of Securities the date so mailed, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security shall not affect the validity of the procedures for the repurchase of the Securities. Concurrently with the mailing of any Company Repurchase Notice, the Company shall issue a press release announcing such Repurchase Date referred to in the Company Repurchase Notice, the form and content of which shall be determined by the Company hereunder in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Company Repurchase Notice or any procedures for the repurchase of any Security which any Holder may elect to have the Company repurchase as provided in this Section 14.01. Each Company Repurchase Notice shall specify: (i) the Repurchase Date; (ii) the Repurchase Price; (iii) the amount of accrued and unpaid interest on each Security to the Repurchase Date; (iv) the CUSIP number or numbers of the Securities (if then generally in use); (v) that the Holder must exercise the repurchase right on or prior to the close of business (New York City time) on the Repurchase Date; (vi) a description of the procedure which a Holder must follow to exercise such repurchase rights; (vii) the place or places where the Holder is to surrender such Holder’s Securities; (viii) that the Holder shall have the right to withdraw any Securities surrendered prior to the close of business (New York City time) on the Repurchase Date; and (ix) a description of the procedure which a Holder must follow to withdraw any surrendered Securities. (c) Repurchases pursuant to this Section 14.01 shall be made, made at the option of the Holder thereof, upon: (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a written duly completed notice of repurchase (a "the “Repurchase Notice"”) in the form attached hereto as Exhibit A during the period beginning at any time from the opening of business (New York City time) on the date that is 20 Business Days prior to the relevant corresponding Repurchase Date until the close of business (New York City time) on the Business Day immediately prior to such Repurchase Date stating: (A) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Securities have not been issued, (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, (C) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 of the Securities and in this Indenture, Date; and (ii) delivery or book-entry transfer of such the Security or Securities to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Repurchase Notice until the close of business (New York City time) on the Repurchase Date (together with all necessary endorsements) at the offices Corporate Trust Office of the Trustee (or other Paying AgentAgent appointed by the Company) as provided in Section 10.02, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 14.01 only if the Securities so delivered to the Trustee (or other Paying Agent appointed by letter, overnight courier, hand delivery, facsimile transmission or the Company) shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agent. The Company shall purchase from the Holder thereof, pursuant to this Section 3.8, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Securityrelated Repurchase Notice. 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 3.8 14.01 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 Paying Agent in accordance with Section 3.1114.02 hereof. 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. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase purchased by the Company pursuant to paragraph 9 of the Securities at the option of the Holder on August 1June 15, 2006 2011, June 15, 2014 and August 1June 15, 2008 2024 (each, a "Repurchase Date"), at a cash purchase price in cash equal to 100% of the principal amount of those Securities Securities, plus accrued and unpaid interestInterest and accrued and unpaid Liquidated Damages, if any, up toon those Securities, to (but not including, the Repurchase Date on excluding) such Repurchase Date (the "Repurchase Price"). If the Repurchase Date is on a date that is after an Interest Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay such Interest and Liquidated Damages to the Holder of record on the corresponding Interest Record Date and the Repurchase Price shall only be 100% of the principal amount of those Securities to be repurchased. Not later than 30 Business Days prior to any Repurchase Date, the Company shall mail a Company Notice by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The Company Notice shall include a form of repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Business Day immediately following the Repurchase Date and the time of surrender of such Security as described in (iv); (vi) the procedures the Holder must follow to exercise its put rights under this Section 3.07 and a brief description of those rights; (vii) briefly, the conversion rights, if any, with respect to the Securities; (viii) the procedures for withdrawing a Repurchase Notice; (ix) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, Interest or Liquidated Damages, if any, on such Securities will cease to accrue on and immediately after the Repurchase Date; and (x) the CUSIP number of the Securities. At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. Purchases of Securities by the Company hereunder shall be made, at the option of the Holder thereof, upon: (i1) delivery to the Paying Agent by the Holder of a written notice of repurchase (a "Repurchase Notice") during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the Business Day immediately prior to such Repurchase Date stating: (A) the certificate number of the Security which the Holder will deliver to be repurchased purchased or the appropriate Depositary procedures Applicable Procedures if Certificated Securities have not been issuedissued for such Security, (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchasedpurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000,, and (C) that such Security shall be repurchased purchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 Section 6 of the Securities and in this Indenture, ; and (ii2) delivery of such Security to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided, however, that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or 3.07 only if the Security so delivered to the Paying Agent shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agentrelated Repurchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.83.07, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 3.07 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 Paying Agent in accordance with Section 3.113.09. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase by the Company pursuant to paragraph 9 (a) On each of the Securities at the option of the Holder on August May 1, 2006 and August 2014, May 1, 2008 2017 and May 1, 2022 (each, a "“Specified Repurchase Date"”), each Holder shall have the option to require the Company to repurchase Securities for which that Holder has properly delivered and not withdrawn a written Repurchase Notice (as described below) at a repurchase price in cash purchase price equal to 100% of the principal amount of those Securities Securities, plus accrued and unpaid interest, including Contingent Interest or Additional Interest, if any, up on those Securities, to, but not including, the Repurchase Date on such Specified Repurchase Date (the "“Repurchase Price"”); provided that if the Specified Repurchase Date is on a date that is after an Interest Payment Record Date and on or prior to the corresponding Interest Payment Date, the Repurchase Price shall be 100% of the principal amount of the Securities repurchased but shall not include accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Instead, the Company shall pay such accrued and unpaid interest, Contingent Interest, if any, and Additional Amounts, if any, on the Interest Payment Date, to the Holder of record on the corresponding Interest Payment Record Date. Not later than 20 Business Days prior to any Specified Repurchase Date, the Company shall mail a Company Notice (substantially in the form set forth in Exhibit A) by first class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law). Purchases The Company Notice shall include a form of Securities Repurchase Notice to be completed by the Company hereunder a Holder and shall be made, at the option of the Holder thereof, uponstate: (i) the Repurchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 7 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities, together with necessary endorsements, as the case may be) to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Business Day immediately following the Repurchase Date and the time of surrender of such Security as described in clause (iv) above; (vi) the procedures the Holder must follow to exercise its right to require the Company to repurchase such Holder’s Securities under this Section 5.07 and a brief description of that right; (vii) briefly, the conversion rights, if any, that exist at the date of the Company Notice or as a result of the Company Notice with respect to the Securities; (viii) the procedures for withdrawing a Repurchase Notice; (ix) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, interest, Contingent Interest, if any, or Additional Interest, if any, on such Securities shall cease to accrue from and after the Repurchase Date; (x) the CUSIP, “ISIN” or other similar number(s), as the case may be, of the Securities; (xi) that any Security not properly tendered or otherwise not accepted for repurchase shall remain outstanding and continue to accrue interest, Contingent Interest, if any, and Additional Interest, if any; (xii) that, in order to withdraw any Repurchase Notice previously delivered by a Holder to the Paying Agent, the Holder must deliver to the Paying Agent, by 5:00 p.m. (New York time) on the day that is the second Business Day prior to the Repurchase Date, a written notice of withdrawal specifying (A) the certificate number, if any, of the Securities in respect of which such notice of withdrawal is being submitted, (B) the principal amount of Securities in respect of which such notice of withdrawal is being submitted (or if the Securities are not in definitive form, the notice of withdrawal must comply with the Applicable Procedures), and (C) if the Holder is not withdrawing its Repurchase Notice for all of its Securities, the principal amount of the Securities which still remain subject to the original Repurchase Notice; and (xiii) that Holders whose Securities are being repurchased only in part will be issued new Securities equal in principal amount to the portion of the Securities tendered (or transferred by book-entry transfer) that is not to be repurchased, which portion must be equal to $1,000 in principal amount or an integral multiple thereof. At the Company’s request, the Trustee shall give such Company Notice to each Holder in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. (b) A Holder may exercise its rights specified in Section 5.07(a) upon delivery to the Paying Agent by the Holder of a written notice of repurchase substantially in the form set forth in Exhibit A (a "“Repurchase Notice"”) during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close Close of business Business on the Business Day immediately prior to preceding such Specified Repurchase Date Date, stating: (Ai) if Certificated Securities have been issued, the certificate number number(s) of the Security Securities which the Holder will shall deliver to be repurchased or the appropriate Depositary procedures or, if Certificated Securities have not been issued,issued for such Security, the Repurchase Notice shall comply with the appropriate Depositary procedures for book-entry transfer; (Bii) the portion of the principal amount of the Security which the Holder will shall deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000,; and (Ciii) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 Section 6 of the Securities and in this Indenture, and (ii) . The delivery of such Security (together with all necessary endorsements) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being Agent shall be a condition to receipt by the Holder of the Specified Repurchase Price therefor. A Holder may deliver any ; provided, however, that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or 5.07 only if the Security (together with all necessary endorsements) so delivered to the Paying Agent shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agentrelated Repurchase Notice. The Company shall purchase repurchase from the Holder thereof, pursuant to this Section 3.85.07, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 5.07 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 Specified Repurchase Date and the time of delivery of the Security (together with all necessary endorsements or notifications of book-entry transfer). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 5.07 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 Paying Agent in accordance with Section 3.115.09(b) at any time prior to the Close of Business on the second Business Day prior to the Specified Repurchase Date. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities (a) The Securities, or any portion thereof that is a multiple of $1,000, shall be subject to repurchase repurchased by the Company pursuant to paragraph 9 of the Securities for cash at the option of the Holder on August 1October 31, 2006 and August 1November 30, 2008 2006 (each, a "“Repurchase Date"”), at a cash purchase repurchase price equal to 100107.25% of the principal amount of those Securities plus Principal Amount thereof, together with accrued and unpaid interest, if any, up to, to but not including, excluding the Repurchase Date (the “Repurchase Price”). Holders may exercise their right to require the Company to repurchase Securities on either Repurchase Date, or may have a portion of their Securities repurchased on each Repurchase Date or both Repurchase Dates, in each case by complying with the procedures set forth herein. The exercise by any Holder of its repurchase right pursuant to this Article 14 shall not be deemed an acceleration of the Securities under the Indenture. (b) On or before the twentieth (20th) Business Day prior to each Repurchase Date, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed to all Holders of record on such date, a notice of such Repurchase Date (the "“Company Repurchase Price")Notice”) and of the repurchase right at the option of the Holders arising as a result thereof in the manner provided in Section 1.06; provided that if the Company shall give such notice, it shall also give written notice of such Repurchase Date to the Trustee. Purchases Such notice shall be mailed by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given as of Securities the date so mailed, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security shall not affect the validity of the procedures for the repurchase of the Securities. Concurrently with the mailing of any Company Repurchase Notice, the Company shall issue a press release announcing the Repurchase Date referred to in the Company Repurchase Notice, the form and content of which shall be determined by the Company hereunder in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Company Repurchase Notice or any procedures for the repurchase of any Security which any Holder may elect to have the Company repurchase as provided in this Section 14.01. Each Company Repurchase Notice shall specify: (i) the applicable Repurchase Date; (ii) the Repurchase Price; (iii) the amount of accrued and unpaid interest, if any, to but excluding the Repurchase Date; (iv) the CUSIP number or numbers of the Securities (if then generally in use); (v) that the Holder must exercise the repurchase right on or prior to the close of business (New York City time) on such Repurchase Date; (vi) a description of the procedure which a Holder must follow to exercise such repurchase rights; (vii) the place or places where the Holder is to surrender such Holder’s Securities; (viii) that the Holder shall have the right to withdraw any Securities surrendered prior to the close of business (New York City time) on such Repurchase Date; and (ix) a description of the procedure which a Holder must follow to withdraw any surrendered Securities. (c) Repurchases pursuant to this Section 14.01 shall be made, made at the option of the Holder thereof, upon: (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by the Holder of a written duly completed notice of repurchase (a "the “Repurchase Notice"”) in the form attached hereto as Exhibit A during the period beginning at any time from the opening of business (New York City time) on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business (New York City time) on the Business Day immediately prior to such Repurchase Date stating: (A) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Securities have not been issued, (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, (C) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 of the Securities and in this Indenture, Date; and (ii) delivery or book-entry transfer of such the Security or Securities to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Repurchase Notice until the close of business (New York City time) on the applicable Repurchase Date (together with all necessary endorsements) at the offices Corporate Trust Office of the Trustee (or other Paying AgentAgent appointed by the Company) as provided in Section 10.02, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 14.01 only if the Securities so delivered to the Trustee (or other Paying Agent appointed by letter, overnight courier, hand delivery, facsimile transmission or the Company) shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agent. The Company shall purchase from the Holder thereof, pursuant to this Section 3.8, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Securityrelated Repurchase Notice. 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 3.8 14.01 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 applicable Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.1114.02 hereof. 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. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase purchased by the Company pursuant to paragraph 9 of the Securities at the option of the Holder on August 1, 2006 2009, August 1, 2014 and August 1, 2008 2019 (each, a "Repurchase Date"), at a cash purchase price in cash equal to 100% of the principal amount of those Securities Securities, plus any accrued and unpaid interestInterest and accrued and unpaid Liquidated Damages, if any, up toon those Securities, to (but not including, the Repurchase Date on excluding) such Repurchase Date (the "Repurchase Price"); provided that if any such Repurchase Date falls after an Interest Record Payment Date and on or prior to the related Interest Payment Date, the Repurchase Price shall only be 100% of the principal amount of those Securities and the Company shall pay such accrued and unpaid Interest to the record holder of the Securities on such Interest Record Date. Not later than 25 Business Days prior to any Repurchase Date, the Company shall mail a Company Notice by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (a) the Repurchase Price and the Conversion Rate; (b) the name and address of the Paying Agent and the Conversion Agent; (c) that Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (d) that Securities must be surrendered to the Paying Agent to collect payment; (e) that the Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Business Day immediately following the Repurchase Date and the time of surrender of such Security as described in clause (d) above; (f) the procedures the Holder must follow to exercise its put rights under this Section 3.07 and a brief description of those rights; (g) briefly, the conversion rights, if any, with respect to the Securities; (h) the procedures for withdrawing a Repurchase Notice; (i) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, Interest or Liquidated Damages, if any, on such Securities will cease to accrue on and immediately after the Repurchase Date; and (j) the CUSIP number of the Securities. At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that, the Company makes such request at least seven Business Days prior to the date by which such Company Notice must be given to Holders in accordance with this Section 3.07 and that the text of such Company Notice is prepared by the Company and delivered to the Trustee. Purchases of Securities by the Company hereunder shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by the Holder of a written notice of repurchase (a "Repurchase Notice") during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the Business Day immediately prior to such Repurchase Date stating: (A) if Certificated Securities have been issued, the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary Depository procedures if Certificated Securities have not been issuedissued for such Security, (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000,, and (C) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 Section 5 of the Securities and in this Indenture, ; and (ii) delivery of such Security (together with all necessary endorsements) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided, however, that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or 3.07 only if the Security (together with all necessary endorsements) so delivered to the Paying Agent shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agentrelated Repurchase Notice. The Company shall purchase repurchase from the Holder thereof, pursuant to this Section 3.83.07, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.07 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 or the time of delivery of the Security (together with all necessary endorsements). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 3.07 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 Paying Agent in accordance with Section 3.113.09. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities (a) The Securities, or any portion thereof that is a multiple of $1,000, shall be subject to repurchase repurchased by the Company pursuant to paragraph 9 of the Securities for cash at the option of the Holder on August March 1, 2006 and August 1, 2008 2007 (each, a "the “Repurchase Date"”), at a cash purchase repurchase price equal to 100101.3% of the principal amount of those Securities plus thereof, together with accrued and unpaid interest, if any, up to, to but not including, excluding the Repurchase Date on such Repurchase Date (the "“Repurchase Price"”). Purchases If the Repurchase Date is an Interest Payment Date, interest will be paid on the Interest Payment Date to the Holder as of the relevant Record Date. Otherwise, interest will be paid to the Holder that receives the principal payment on the applicable Repurchase Date. The payment of the Repurchase Price with respect to Securities submitted for repurchase in accordance with this Article XVII is hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt in accordance with Article XIII. The exercise by any Holder of its repurchase right pursuant to this Article XVII shall not be deemed an acceleration of the Securities under Section 13.3. (b) On or before the twentieth (20th) Business Day prior to the Repurchase Date, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed to all Holders of record on such date, a notice of the Repurchase Date (the “Company Repurchase Notice”) and of the repurchase right at the option of the Holders arising as a result thereof in the manner provided in Section 1.6; provided that if the Company shall give such notice, it shall also give written notice of the Repurchase Date to the Trustee. Such notice shall be mailed by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given as of the date so mailed, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security shall not affect the validity of the procedures for the repurchase of the Securities. Concurrently with the mailing of any Company Repurchase Notice, the Company shall issue a press release announcing the Repurchase Date referred to in the Company Repurchase Notice, the form and content of which shall be determined by the Company hereunder in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Company Repurchase Notice or any procedures for the repurchase of any Security which any Holder may elect to have the Company repurchase as provided in this Section 17.1. Each Company Repurchase Notice shall specify: (i) the Repurchase Date; (ii) the Repurchase Price; (iii) the amount of accrued and unpaid interest, if any, to but excluding the Repurchase Date; (iv) the CUSIP number or numbers of the Securities (if then generally in use); (v) that the Holder must exercise the repurchase right on or prior to the close of business (New York City time) on the Repurchase Date; (vi) a description of the procedure which a Holder must follow to exercise such repurchase rights; (vii) the place or places where the Holder is to surrender such Holder’s Securities; (viii) that the Holder shall have the right to withdraw any Securities surrendered prior to the close of business (New York City time) on the Repurchase Date; and (ix) a description of the procedure which a Holder must follow to withdraw any surrendered Securities. (c) Repurchases pursuant to this Section 17.1 shall be made, made at the option of the Holder thereof, upon: (i) delivery to the Trustee (or other Paying Agent appointed by the Company) by the Holder of a written duly completed notice of repurchase (a "the “Repurchase Notice"”) in the form attached hereto as Exhibit A during the period beginning at any time from the opening of business (New York City time) on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business (New York City time) on the Business Day immediately prior to such Repurchase Date stating: (A) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Securities have not been issued, (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, (C) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 of the Securities and in this Indenture, Date; and (ii) delivery or book-entry transfer of such the Security or Securities to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Repurchase Notice until the close of business (New York City time) on the Repurchase Date (together with all necessary endorsements) at the offices Corporate Trust Office of the Trustee (or other Paying AgentAgent appointed by the Company) as provided in Section 10.2, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 17.1 only if the Securities so delivered to the Trustee (or other Paying Agent appointed by letter, overnight courier, hand delivery, facsimile transmission or the Company) shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agent. The Company shall purchase from the Holder thereof, pursuant to this Section 3.8, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Securityrelated Repurchase Notice. 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 3.8 17.1 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 Paying Agent in accordance with Section 3.1117.2 hereof. 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. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase repurchased by the Company pursuant to paragraph 9 of the Securities at the option of the Holder on August December 1, 2006 and August 2011, December 1, 2008 2014 and December 1, 2019 (each, a "Repurchase DateREPURCHASE DATE"), at a cash purchase price in cash (the "REPURCHASE PRICE") equal to 100% of the principal amount of those Securities repurchased, plus accrued and unpaid interestInterest and accrued and unpaid Liquidated Damages, if any, up toon those Securities repurchased, to (but not including, excluding) such Repurchase Date. If the Repurchase Date is on a date that is after an Interest Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay such Interest and Liquidated Damages to the Holder of record on the corresponding Interest Record Date and the Repurchase Price shall only be 100% of the principal amount of those Securities to be repurchased. Not later than 30 Business Days prior to any Repurchase Date, the Company shall mail a Company Notice by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date; (ii) the Repurchase Price; (iii) the Conversion Rate; (iv) the name and address of the Paying Agent and the Conversion Agent; (v) that Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 10 hereof if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (vi) that Securities to be repurchased must be surrendered to the Paying Agent to collect the Repurchase Price; (vii) that the Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Business Day immediately following the Repurchase Date and the time of surrender of such Security as described in (vi); (viii) the procedures the Holder must follow to exercise rights under this Section 3.07 and a brief description of those rights; (ix) briefly, the conversion rights, if any, with respect to the Securities; (x) the procedures for withdrawing a Repurchase Notice; (xi) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, and no withdrawal thereof, Interest or Liquidated Damages, if any, on such Securities will cease to accrue on and immediately after the Repurchase Date Date; and (xii) the "Repurchase Price")CUSIP number of the Securities. At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; PROVIDED, HOWEVER, that the Company makes such request at least seven Business Days prior to the date by which such Company Notice must be given to Holders in accordance with this Section 3.07 and the text of such Company Notice shall be prepared by the Company. Purchases of Securities by the Company hereunder shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by the Holder of a written notice of repurchase (a "Repurchase Notice") during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the Business Day immediately prior to such Repurchase Date stating: (A) the certificate number of the Security which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Certificated Securities have not been issued, (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, (C) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 of the Securities and in this Indenture, and (ii) delivery of such Security to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any Repurchase Notice pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or in any other written form (and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agent. The Company shall purchase from the Holder thereof, pursuant to this Section 3.8, a portion of a Security, if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 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 Paying Agent in accordance with Section 3.11. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's Securities pursuant to Section 3.8.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase by the Company pursuant to paragraph 9 (a) On each of the Securities at the option of the Holder on August May 1, 2006 and August 2014, May 1, 2008 2019 and May 1, 2024, (each, a "“Specified Repurchase Date"”), each Holder shall have the option to require the Company to repurchase all or a portion of the Securities for which that Holder has properly delivered and not withdrawn a written Repurchase Notice (as described below) at a repurchase price in cash purchase price equal to 100% of the principal amount of those Securities Securities, plus accrued and unpaid interestinterest (including Additional Interest and Special Interest), if any, up on those Securities, to, but not includingexcluding, the Repurchase Date on such Specified Repurchase Date (the "“Repurchase Price"”). Purchases of Securities by Not later than 20 Business Days prior to any Specified Repurchase Date, the Company hereunder shall mail a notice (substantially in the form set forth in Exhibit A) (the “Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law). The Company Notice shall include a form of Repurchase Notice to be made, at the option of the completed by a Holder thereof, uponand shall state: (i) the Repurchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted only if they are otherwise convertible in accordance with Article 4 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities, together with necessary endorsements, as the case may be) to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Specified Repurchase Date and the time of surrender of such Security as described in clause (iv) above; (vi) the other procedures the Holder must follow to exercise its right to require the Company to repurchase such Holder’s Securities under this Section 3.07 and a brief description of that right; (vii) briefly, the conversion rights that exist at the date of the Company Notice; (viii) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, interest (including Additional Interest and Special Interest), if any, on such Securities shall cease to accrue from and after the Specified Repurchase Date; (ix) the CUSIP or other similar number(s), as the case may be, of the Securities; (x) that any Security not properly tendered or otherwise not accepted for repurchase shall remain outstanding and continue to accrue interest (including Additional Interest and Special Interest), if any; (xi) that, in order to withdraw any Repurchase Notice previously delivered by a Holder to the Paying Agent, the Holder must deliver to the Paying Agent, prior to the close of business on the Business Day immediately preceding the Specified Repurchase Date, a written notice of withdrawal specifying (A) the certificate number, if any, of the Securities in respect of which such notice of withdrawal is being submitted (or if Certificated Securities have not been issued, the notice of withdrawal must comply with the Applicable Procedures), (B) the principal amount of Securities in respect of which such notice of withdrawal is being submitted, and (C) if the Holder is not withdrawing its Repurchase Notice for all of its Securities, the principal amount of the Securities which still remain subject to the original Repurchase Notice; and (xii) that Holders whose Securities are being repurchased only in part will be issued new Securities equal in principal amount to the portion of the Securities that is not to be repurchased, which portion must be equal to $1,000 in principal amount or an integral multiple thereof. At the Company’s request, the Trustee shall give such Company Notice to each Holder in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. No failure of the Company to give the Company Notice and no defect therein shall limit the purchase rights of the Holders of Securities or affect the validity of the proceedings for the purchase of the Securities pursuant to this Section 3.07. (b) A Holder may exercise its rights specified in Section 3.07(a) upon delivery to the Paying Agent by the Holder of a written notice of repurchase substantially in the form set forth in Exhibit A (a "“Repurchase Notice"”) during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Specified Repurchase Date until the close of business on the Business Day immediately prior to preceding such Specified Repurchase Date Date, stating: (Ai) if Certificated Securities have been issued, the certificate number number(s) of the Security Securities which the Holder will shall deliver to be repurchased or the appropriate Depositary procedures or, if Certificated Securities have not been issued,issued for such Security, the Repurchase Notice shall comply with the Applicable Procedures; (Bii) the portion of the principal amount of the Security which the Holder will shall deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000,; and (Ciii) that such Security (or portion thereof) shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 of the Securities and in this Indenture, and (ii) . The delivery of such Security (together with all necessary endorsements) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being Agent shall be a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided, however, that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or 3.07 only if the Security (together with all necessary endorsements) so delivered to the Paying Agent shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agentrelated Repurchase Notice. The Company shall purchase from the Holder thereofonly be obliged to purchase, pursuant to this Section 3.83.07, a portion of a Security, Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of this Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.07 shall be consummated by the delivery of the Repurchase Price to be received by the Holder promptly following the later of the Specified Repurchase Date and the time of delivery of the Security (or portion thereof) to be repurchased (together with all necessary endorsements or notifications of book-entry transfer). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 3.07 shall have the right to withdraw such Repurchase Notice by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.09(b) 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 Paying Agent in accordance with Section 3.11Date. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice There shall be no repurchase of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's any Securities pursuant to this Section 3.83.07 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may, the giving by the Holders of such Securities of the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase of Securities by the Company at Option of the Holder. Securities shall be subject to repurchase by the Company pursuant to paragraph 9 (a) On each of the Securities at the option of the Holder on August 1January 15, 2006 2013, January 15, 2018, January 15, 2023, January 15, 2028 and August 1January 15, 2008 2033 (each, a "“Specified Repurchase Date"”), each Holder shall have the option to require the Company to repurchase Securities for which that Holder has properly delivered and not withdrawn a written Repurchase Notice (as described below) at a repurchase price in cash purchase price equal to 100% of the principal amount of those Securities Securities, plus accrued and unpaid interest, if any, up including Contingent Interest, if any, on those Securities, to, but not includingexcluding, the Repurchase Date on such Specified Repurchase Date (the "“Repurchase Price"”); provided that if the Specified Repurchase Date is on a date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Repurchase Price shall be 100% of the principal amount of the Securities repurchased but shall not include accrued and unpaid interest, if any, including Contingent Interest, if any. Instead, the Company shall pay such accrued and unpaid interest, if any, including Contingent Interest, if any, on the Interest Payment Date, to the Holder of record at the Close of Business on the corresponding Regular Record Date. Not later than 20 Business Days prior to any Specified Repurchase Date, the Company shall mail a Company Notice (substantially in the form set forth in Exhibit A) by first class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law). Purchases The Company Notice shall include a form of Securities Repurchase Notice to be completed by the Company hereunder a Holder and shall be made, at the option of the Holder thereof, uponstate: (i) the Repurchase Price and the Conversion Rate; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted only if they are otherwise convertible in accordance with Article 4 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities, together with necessary endorsements, as the case may be) to collect payment; (v) that the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Specified Repurchase Date and the time of surrender of such Security as described in clause (iv) above; (vi) the other procedures the Holder must follow to exercise its right to require the Company to repurchase such Holder’s Securities under this Section 3.07 and a brief description of that right; (vii) briefly, the conversion rights, if any, that exist at the date of the Company Notice or as a result of the Company Notice with respect to the Securities; (viii) that, unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, interest, if any, and Contingent Interest, if any, on such Securities shall cease to accrue from and after the Specified Repurchase Date; (ix) the CUSIP or other similar number(s), as the case may be, of the Securities; (x) that any Security not properly tendered or otherwise not accepted for repurchase shall remain outstanding and continue to accrue interest and Contingent Interest, if any; (xi) that, in order to withdraw any Repurchase Notice previously delivered by a Holder to the Paying Agent, the Holder must deliver to the Paying Agent, prior to the Close of Business on the Business Day immediately preceding the Specified Repurchase Date, a written notice of withdrawal specifying (A) the certificate number, if any, of the Securities in respect of which such notice of withdrawal is being submitted (or if Certificated Securities have not been issued, the notice of withdrawal must comply with the Applicable Procedures), (B) the principal amount of Securities in respect of which such notice of withdrawal is being submitted, and (C) if the Holder is not withdrawing its Repurchase Notice for all of its Securities, the principal amount of the Securities which still remain subject to the original Repurchase Notice; and (xii) that Holders whose Securities are being repurchased only in part will be issued new Securities equal in principal amount to the portion of the Securities that is not to be repurchased, which portion must be equal to $1,000 in principal amount or an integral multiple thereof. At the Company’s request, the Trustee shall give such Company Notice to each Holder in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. (b) A Holder may exercise its rights specified in Section 3.07(a) upon delivery to the Paying Agent by the Holder of a written notice of repurchase substantially in the form set forth in Exhibit A (a "“Repurchase Notice"”) during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Specified Repurchase Date until the close Close of business Business on the Business Day immediately prior to preceding such Specified Repurchase Date Date, stating: (Ai) if Certificated Securities have been issued, the certificate number number(s) of the Security Securities which the Holder will shall deliver to be repurchased or the appropriate Depositary procedures or, if Certificated Securities have not been issued,issued for such Security, the Repurchase Notice shall comply with the Applicable Procedures; (Bii) the portion of the principal amount of the Security which the Holder will shall deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000,; and (Ciii) that such Security (or portion thereof) shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in paragraph 9 of the Securities and in this Indenture, and (ii) . The delivery of such Security (together with all necessary endorsements) to the Paying Agent at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being Agent shall be a condition to receipt by the Holder of the Repurchase Price therefor. A Holder may deliver any ; provided, however, that such Repurchase Notice Price shall be so paid pursuant to this Section 3.8 by letter, overnight courier, hand delivery, facsimile transmission or 3.07 only if the Security (together with all necessary endorsements) so delivered to the Paying Agent shall conform in any other written form (and, all respects to the description thereof in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) to any Paying Agentrelated Repurchase Notice. The Company shall purchase from the Holder thereofonly be obliged to purchase, pursuant to this Section 3.83.07, a portion of a Security, Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000thereof. Provisions of this Indenture that apply to the purchase repurchase of all of a Security also apply to the purchase repurchase of such portion of such Security. Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.07 shall be consummated by the delivery of the Repurchase Price to be received by the Holder promptly following the later of the Specified Repurchase Date and the time of delivery of the Security (or portion thereof) to be repurchased (together with all necessary endorsements or notifications of book-entry transfer). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.8 3.07 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 Paying Agent in accordance with Section 3.113.09(b) at any time prior to the Close of Business on the Business Day immediately preceding the Repurchase Date. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. The Company is required to give notice There shall be no repurchase of each Repurchase Date at least 20 Business Days prior to such Repurchase Date to each Holder at its address shown in the register of the Registrar (and to beneficial owners as required by applicable law) stating, among other things, the procedures that Holders must follow to require the Company to repurchase such Holder's any Securities pursuant to this Section 3.83.07 if an Event of Default (other than a default in the payment of the Repurchase Price) has occurred prior to, on or after, as the case may, the giving by the Holders of such Securities of the required Repurchase Notice and such Event of Default is continuing. The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.